Retrieval and Return
by The Brass Clock
Summary: After the season finale. On the run from Wolfram and Hart, Angel and Co. land themselves in a backwater town with a few surprises, and after bringing back an old friend, they are swept up in W&H's revenge plans. Spike/Fred
1. Prologus

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

Something was stirring. Flickering, panicky and fluttery, like a moth caught in a flame.

The Old One ignored it, shoved the fragment away. It was silenced, an injured bird on the side of the road, delicate, fallen, hurting.

It was only a piece; she inspected it, learned the memories it had, and left it where she had located it within the Shell. It served no purpose, save to give her the information on the one named Winifred Burkle. Yet it did not disappear; it merely lay dormant, sparkling weakly. A single, glittering coin tossed in a dark fountain.

The Old One shoved it further down, and it lay, suspended, frozen in time and memory.

_Why_, it whispered. _Wesley, why can't I stay? Why can't I stay? Why can't I stay? Why can't I stay?_

Over and over and over and over...

The Old One ignored it, silenced it with a thought.

* * *

When Charles Gunn woke up, the first thing he realised that he was moving. That was odd, because the last thing he remembered, he had been lying motionless in the alley. It took him a moment to conclude that he wasn't exactly moving, but he was in a car. There was an unusual tightness around his middle, and there was a soft mumbling from somewhere close by.

Cracking his eyes open, he found that he was in fact lying on his back in a van, whose windows had been blacked out. He jolted up, and was immediately racked with pain. Charles doubled over, clutching his stomach, which was heavily bandaged.

"Welcome back to the land of the livin'."

Spike sat against the wall of the van, eyes glinting in the dim light; his duster sat beside him, and Angel lay propped against the wheelwell, eyes closed and looking weary.

"What happened?"

Spike grunted. "Lay back down, you lost 'lot of blood."

Hesitantly, Charles did so, but he continued to look pointedly at Spike, who rubbed the back of his neck. Spike nodded his head towards the front of the van.

"You've been in an' out of it th' last day or so. You remember anythin'?"

Gunn nodded a little. "Rushed facefirst into a dragon, didn't we?" Spike nodded. "That we did, and we were doin' pretty bloody well for a while. You collapsed, and Blue picked you up, then Lorne showed up and ran over half the sodding street."

"Lorne's alright?"

"Right as rain, compadre."

Gunn turned his head, peering at the front of the van, where Lorne sat, completely intact and driving down a dark highway, lit up by the vehicle's headlights. Illyria's blue-tinged head was just visible in the passenger's seat. Gunn noted to himself that Lorne made a point of not looking at her.

"Thought you were high-tailin' it?"

Lorne turned his eyes back to the road. "Well... Thought about it, but my Freddles wouldn't want me to leave you all high and dry." he looked somberly out the front window.

Gunn grinned, leaning his head back against the floor of the van. "How'd you find us?"

"Oh it wasn't hard, what with the dragon making all that noise. Dragon singing really is awfully hard not to hear."

Spike cracked a grin. "Cheers to that. Any idea where we're heading?"

"I was kind of going with 'far far away from LA'." Lorne fiddled with the radio, but garnered nothing more than a few bars of 'Red Red Wine' and some various talk shows. Finally, Illyria's hand moved and flicked Lorne's away, turning off the radio altogether.

"That was very irritating."

Lorne only glowered.

"Where're we now?" Gunn asked, sounding increasingly tired. "We just left Tucson, Arizona. Stocked up on some supplies there, or, she and Spike did." Lorne spat out the word 'she' like it was some kind of nasty thing he'd accidentally put in his mouth.

"'S Angel okay?"

Spike nodded. "Captain Forehead's just nappin'."

"I heard that, Spike."

"Bloody good, you've got working ears. Well done, mate."

Angel's eyes popped open, and he glared at Spike from across the van, then looked over at Gunn. "Get some sleep, Gunn. You need to rest." Gunn nodded, closing his eyes. Sleep came in a welcome, silent wave.

The van was quiet, save for the hum of the engines and the tires on the road. Spike lit up a cigarette, clicking the Zippo shut and shoving it back into his pocket. He blew out the smoke, glancing at Angel.

"So... What're we gonna do?"

Angel's jaw went taught, grimacing. "Not a clue... Guess we could try and get in contact with Willow."

Spike scowled. "In case you've forgotten, last time we tried asking her for help, Giles the Git told us to stuff it."

"No I haven't forgotten." Angel snapped, crossing his arms over his chest and glaring out the rear window at the dark sky. "Only other thing we could do is find someplace to lie low, until the Senior Partners back off."

Silence then. Illyria become entranced with a bug caught on the windshield; she seemed to revel in its suffering. Lorne piped up: "Well, where's our destination, Angelcakes? I know we've got a 'no place in particular' thing going on here, but I'd like some kind of direction."

Angel rubbed the back of his neck. "I really don't know, Lorne. Next rest stop, I'm going to try getting in touch with Willow. We'll see where it goes from there, okay?"

"Fair enough, big man." Lorne may have added something, but he was interrupted by Illyria.

"Look! Lupine creatures!" she tapped the window. "I wish to see them closer."

Angel, curious, moved to the other side of the van near Spike, and the two peered out into the night. Standing some feet away from the road stood two Coyotes, both standing over a small hump of fur and flesh. Their eyes glowed with a predatory light, and the van sped past them. Illyria appeared scandalised.

"I wish to see them closer. They were dining upon a lesser being." Spike rolled his eyes.

"Let's bring her to a zoo and leave her."


	2. PleasantVille

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

The next rest stop turned out to be an exit into a sleepy little town called Cromwell. The welcome sign boasted a population of a few thousand, along with apparently world famous Apple Pie at the downtown diner. Spike's eyebrows, ever expressive, lifted. "Cozy little 'burb..." he muttered.

Cromwell was one of those towns that nobody really notices unless they've stumbled across it in their travels. Cookie-cutter houses with fairly generic lawns that grew closer together around the town center; a main street with offices, diners, one or two semi-fancy restaurants, a cinema and a run-down little arcade that still had an original Asteroids kiosk in working order. Simple, with people going about, doing their daily deal, and simply being. In the semi-darkness of the van's tinted windows, they witnessed children at an elementary school playing in a small field, and scowling, pimply teenagers sulking around outside Cromwell High.

"Fuckin' hell, what is this? Pleasantville?"

On the other side of town, Lorne located a shoddy little Motel 6, and after some debate, it was decided that Gunn, being the least noticeable and actually capable of going outside the van without 'going extra crispy', Lorne's words, would go in and see if they had a room available.

"Y'think we can use credit cards?" Lorne asked after Gunn had limped off, looking immensely weary.

Angel shrugged. "Wolfram and Hart can probably track them, and the Senior Partners, I bet."

"Sure, but they've probably got better ways to find where we're roosting than trackin' how much cash we spend."

Angel rubbed his eyes. "You're right... They'll find us no matter what we do."

There was a distinctively gloomy silence in the van, save for Illyria, who never seemed to exhibit much of any emotion. Except, perhaps, for curiosity or annoyance.

"We lay low, then," Angel said, sounding a little determined now. "I'm not going to let them take us down after all we've done. We'll lie low here for a while, I'll call Willow and ask her if she can do some sort or spell on us while we're here, keep us hidden. Give it a few weeks, then head back to LA."

Spike and Lorne glanced at each other. "Where in LA, though? We can't exactly waltz back into Wolfram and Hart like Fred Astaire."

"No..." Angel grinned a little bit. "The Hyperion."

* * *

On the dry, yellow-green grass of the lawn outside Cromwell High, a scrawny boy was looking over his shoulder.

_Awh shit..._

He jogged up the lawn, dashing behind the building to creep along its side, ducking beneath windows along the first floor until he came to a stairwell. The boy jumped down the stairs, and tugged open the rusted metal door.

Cromwell High had been built in the 1950s, and the bomb shelter that had accompanied it was now used for general storage, graffiti, and kids who liked to skip class midday.

The dark-haired boy glanced around the cellar, tugged his shirt collar a little, and shut the door, leaving him in darkness.

"Karen? Rob? You guys here? Quit fucking around."

He set the paper bag on the ground, tennis shoes squeaking as he moved forwards into the room. Then...

"Wuuaaggh!"

Two dark shapes leapt from the shadows, grabbed at his arms, tore at his overshirt; something cold and clammy all over his face, spraying. He shouted, and the lights flickered on, accompanied by an electrical buzzing. Hysterical laughter, and he concluded two things.

One: There was Silly String all over his face.

Two: His friends were jackasses.

"OKAY, seriously? This stuff takes forever to get out." He tugged at the neon pink strands, assessing his friends.

Karen was a pretty girl, or she would be if she tried to be. Her hair was messily cut short and freckles sprayed across her cheeks and nose, but acne was in full-force at sixteen, and a new crop of pimples had broken out across her forehead, hastily hidden by bangs and a headband. A full set of braces and a pair of wire glasses completed the look.

Rob, on the other hand, clearly tried way too hard to look good. His hair was long and shiny, face smooth and blemish-free. His nose had been broken at some point and his ears were too large for his head; he was the eldest, though, at eighteen.

"Simon, you should have seen your face, it was priceless!"

"I seriously thought you were gonna wet yourself!"

More laughter, and Simon scowled. "Yeah, yeah, laugh it up. You guys are freakin' lucky I even agreed to this. Skipping class to feed your stupid habit."

Still snickering, the two looked at each other. "Didja bring it?" asked Rob.

"Of course I did." Simon picked up the paper bag again, and pulled out it's contents: a full package of cookie dough, and a liter of Mountain Dew.

There were whoops and cheers, and the three settled on the floor, passing the liter bottle around and scarfing down big hunks of raw cookie dough.

"So, where we hittin' tonight?"

"I dunno, Karen. My parents are starting to get suspicious..." Simon licked his fingers clean. "I mean, coming home late, bruises all over me, unexplainable gashes. Shit, Mom cleaned my room and found my stakes; she kept telling me boys my age are supposed to keep porn under their mattresses."

Karen sniggered. "What did you tell her?"

"Told her that I took up woodworking, and those were wooden flutes-to-be."

Rob and Karen burst into peals of laughter, and once they'd sobered, Karen eyed Simon dubiously. "It's important, what we're doing, Simon, you know that. I mean, who else is gonna even try? Nobody would believe us if we told them vampires were sleazing around town."

Simon shrugged. "Well, yeah but... I'm kind of sick of us taking on the responsibility. We're not Van Helsing, Karen. We're only able to stake a couple a month, anyway. We can really only fight 'em off until whoever they were trying to eat runs away."

Rob swallowed a mouthful of soda. "Maybe, but at least we're keeping people safe, you know? Gives you a good feeling."

"I'm sick of it, though. How long has it been since we started this? Year and a half, two? What happens when one of us doesn't make it back..." Simon trailed off.

Karen threw him a snooty look and dug a hand into her pocket. "Look what I made." From her pocket she produced three identical necklaces. "Check it out, you know that stupid bead jewelry kit thing I got last Christmas? Well I finally figured out a use for it."

The string was a stretchy, plastic sort of material, and when Karen pulled the first one over her head, the boys found that each individual bead was actually a plastic cross.

"I felt bad, taking all the Rosaries from that basket in the church, but I figure they put them out there for a reason." She handed one to each of them.

"Nice." Rob breathed.

"We're not gonna, you know, not come back one day. Shannon and I are making sure of it. We're doing all kinds of research on vampires, I think we can get them out of this town."

Simon looked soothed. "If your sister's in on all of this, then I feel better about it."

Karen gaped. "Oh! You trust her but not me?! What is this?"

Simon sneered. "You know what I mean."

"Well! I should get to English. 's turkey neck waits for no man." Rob stood, brushing off his jeans. "I'll meet you guys at the diner around seven-thirty?"

The group agreed, and hurried to their respective classes.

* * *

The call to Willow, Spike mused, had been one of the most entertaining things he'd seen in his life. When Angel finally managed to convince Giles that no, they did not work for Wolfram and Hart, and no, they were not lying, the smarmy little tosser finally put them on to Willow.

Which, once Angel had explained everything that had happened, had resulted in Willow shouting at Giles for a good twenty minutes for not telling her. "IS FRED ALRIGHT WHERE ARE YOU GUYS?!" Angel was forced to hold the phone at arm's length, she was so loud.

"Stay there for a few weeks, a month or two. Just until it looks to Wolfram and Hart that you guys are well-hidden. Once the search goes down, you guys should be safe to go back. Give me a few minutes, and don't go anywhere!"

She hung up, and before Angel could even hang up the motel's phone, there was a soft pop, and Willow Rosenberg was standing in the motel room, looking furious.

"I swear, Angel, if Giles had told me about Fred when you called... I would have been over faster than you could spit-SPIKE!?"

The vampire lifted a hand. "Red. How's it?"

Willow gaped. "You're all... solid, and... not burned to a crisp, wha... how...!"

Lorne piped up, from his spot on the edge of one of the two double beds. "Not totally sure. Blondie Bear over there showed up all ghostified after Angel got that amulet in the mail."

Gunn nodded. "Then we got a box in the mail that flashed a little bit, turned the offices upside down and made Spike solid again."

The vampire in question nodded. "'Bout sums it up. Cheers."

"That's incredible... I can't believe... Buffy is gonna be so-"

"No," Spike cut her off. "Don't tell 'er. Just don't." he held up his hands. "After an exit like that, well it'd be bloody hard to outdo it." He grinned, face dripping the cocky attitude that Willow had known in Sunnydale. But that Spike had been in love with Buffy to the point of obsession; now he was actually asking her not to tell Buffy he was semi-alive?

"Uh... sure, sure, I won't tell her... Um, where's Fred now- oh."

She had caught sight of Illyria, curiously inspecting the bible that all motel rooms seem to come equipped with. "Oh, Fred..."

The Old God looked up, stony eyes trailing up and down Willow's form. "The Shell?"

Gunn scowled. "She's got a name."

Illyria cocked her head to the side, eyes on Gunn now. "The Burkle." Illyria moved mechanically, as if she was merely intrigued at the people around her. Her eyes drifted away, back to the book in her hands; she sniffed its binding.

Willow's hand covered her mouth. "It's not even her anymore..."

"We know, okay? Can we get down t'business? Fred's gone. Nothin' we can bloody well do about it..." Spike scowled from his position against the wall; beyond the scowl, however, was a profound look of anguish. In fact, everyone in the room except Illyria seemed to be grateful that Spike had spoken up; even Angel didn't snap at him. Fred had truly been a friend to each of them, unquestioningly loyal and trusting.

"Right..."

Willow clapped her hands together, and held them up in front of her face, palms up. A low humming seemed to escape from her closed lips, and after a moment, a bright, orangey flash danced through the building.

"There, it's kind of a new trick, I picked it up in a book Giles found. Essentially, it's going to sort of make you guys untrackable. I mean, if Wolfram and Hart showed up and saw you, well, can't help you there!" she laughed a little, nervously. "But unless they come here deliberately looking for you, they shouldn't be able to track you."

"Thank you, Willow. I don't know how we can thank you for doing this for us. Or even for trusting us..." Angel looked towards the side of the room.

Willow smiled. "You don't have to do anything, Angel. Really, Giles should have known better than to think you guys would be really helping the Law Offices of Demon, Demon, and Evil. But... Maybe you guys could tell me everything that's been happening with you?"

Angel smiled in her direction, and settled in to catch Willow up on everything, from the day they had first stepped into Wolfram and Hart's lobby in an attempt to change it, and how they had failed.


	3. Famous Pie

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

Going to pick up blood at the butcher was one of the stranger experiences of Spike's life, or unlife, for that matter. And there were plenty of weird things that he had seen and done in both of those. But the look on the clerk's face when he and Angel had come into the store under an umbrella and had explained their request; oh, it had been priceless. He only stopped looking quite as frightened for his safety and their sanity when Angel had quipped about hearing something about pig's blood being good for gardens.

The clerk had lifted a brow, but given them what they asked for in the form of three one-gallon milk jugs.

They'd nearly fried as they went back to the van, as holding the jugs and trying to keep the umbrella over both of them proved quite a feat.

Chatting with Willow had been nice, though. The witch was as pleasant to chat with as he remembered. Though while they'd waxed nostalgic and explained about Wolfram and Hart, Spike found himself noticing the furtive glances she shot Illyria. In fact, there was still a tension in the room with the Old God around that he wasn't sure would ever fade. Fred had been taken from them so swiftly and out of the blue, he was surprised at himself that he missed her as much as he did. It brought a knot in his chest to think of her as really gone, even now, after so much time had passed.

Sometimes, and he wouldn't admit this, he thought he smelled Fred. That clean, soapy smell mixed in with oranges and sandalwood. But it never lasted for more than a minute, and it left him angrily wishing Knox was still alive so he could kill him all over again.

As the days went by, the men of Angel Investigations found that there was really nothing to do in the town. In fact, for the first time in a long while, they found themselves bored. Cromwell was a town where, really, nothing all that interesting happened. In fact, the more Spike mused on it, the more certain he was that Fourth of July around these parts was the most eventful thing that ever happened.

While Angel and Gunn were contented to hang around the motel room and watch reruns of 'Roseanne', Spike, Illyria, and Lorne were not the sorts to sit around waiting.

So after much convincing and shouting, which nearly came to blows between Angel and Spike, it was agreed as long as they were 'really freakin' careful', ( "Yes, yes, mother." ) they could roam the town at night.

But as the old adage goes: Anything that can go wrong, will go wrong.

* * *

The wooden baseball nearly struck the vampire in the head, but he dodged it with ease, and lunged at the dark-haired boy before him. Simon yelped, and ducked, landing on the ground; the force of the vampire's lunge sent him sailing over the boy's head, and Simon scrambled back to his feet, bat at the ready.

Simon knew this vampire, or, he sort of did. He was a pot-bellied old man in a flannel shirt and fishing hat. Simon could recall seeing him at the supermarket, carefully stacking fruit in the aisles. He even still had a nametag, lopsided as it was, pinned to his shirt pocket and stating that his name was Carl. His face was lumpy and violent looking; it hadn't been in life, but it had changed when he tried to kill the young woman passing through the street. She was long gone now, off sobbing down the road someplace.

"I never interrupted YOUR dinner before, have I, boy!?"

"Yeah, well, sorry that I'm not all that sympathetic!" Simon twisted the bat around in his hands, to the handle end, on which he had duct-taped a stake, and he lunged at the man.

But 'Carl' grabbed the bat in his filthy, bloody hands and wrenched it from Simon's grasp, throwing it far off into the dark. Quick as lightning, the vampire snatched Simon's hand, and there was a sickening, cracking sound.

Simon yelled in pain, face screwed up in terror. "Motherfu-"

'Carl' pinned him down to the ground, pressing Simon's shattered hand against his chest. "'Bout time you learned some manners, boy."

Then there was commotion all around him and Carl-the-now-blood-sucking-grocer was off him in a billow of dust. Above him now stood Karen, stake poised.

"Oh shit... Simon, are you okay!? Oh shit, oh shit!" She was on him now, trying to check out his hand, but he rolled away with a shout.

"JESUS H. TAP-DANCING CHRIST, KAREN! Why didn't you do that BEFORE!?" Simon clutched his shattered hand, eyes watering.

"I didn't have an opening before! I'm so sorry- on the upside you distracted him- oh shit, come on, come on; we'll go find Shannon!"

She retrieved the bat and helped him to his feet, slung his uninjured arm over her shoulder, and together they walked further downtown, where a neon sign buzzed in the muggy evening air; Shanny's Diner. But like so many things that were going wrong that night, they were one street away when two women came around the block.

They were both decked out in heavy jewelry, wearing denim and reeking of hairspray and perfume. They were walking steadily in Simon and Karen's direction, and they were looking at the two teens as if to say; 'I'm in the mood for take-out.'

"Okay, plan B."

"Run?"

"Fucking RUN!"

Karen grabbed Simon's good hand and bolted, running full-pelt down the cracked and chipped sidewalk. Simon could hear the booted feet of the women behind him, and they were growing closer, while he and Karen grew more tired.

And then, a heavily manicured, long-nailed hand grabbed onto the back of his shirt, and pulled him back; he vaguely processed seeing the second woman snatch Karen and slam her against the wall of the grocery store. He saw stars, his hand hurt so much, vision was blurring, and all he could understand was the heavy, gagging smell of hairspray.

Karen struggled against the iron grip of the second woman, who was taking her ever-so-delighted time in running her nose up and down the girl's neck. Karen strained her head away from the vampire's probing nose, but that only succeeded in exposing her neck. The woman dipped her head low, to the hollow of Karen's throat, and flicked out her tongue, licking up the girl's neck and ending at her jaw. Horrid, jagged fangs, wild yellow eyes... sixteen years of life whirred before her eyes...

And then a bat careened into the back of the woman's head, and the vampire crumpled at Karen's feet. A man in a long black coat and vivid white hair had replaced her, and he flipped the bat around in his hands like an expert, and slammed the stake into the vampire's back. She collapsed in dust.

There was a sickening KRRRKSPLUNCH and Karen turned; the other vampire's head had been clean pulled off by a woman in skintight leather. The head and body dissipated. Simon lay on his side, limp. She scrambled towards him.

"Simon!? Simon?" Karen shook his shoulders. "Simon!"

There was a soft, hardly audible groan. "Five mo' minu's, ma..."

She set his head on her lap, crying softly. "You jackass, scared me..."

"What in the name of the Queen's most lacy knickers were you doin' out so late at night?"

* * *

The man in the black coat's name was Spike, his bizarre blueish friend was named Illyria, and they were joined by a brightly dressed man who wasn't really a man in an orange fedora and white gloves named Lorne. When Karen had calmed down, she directed them to Shanny's Diner; Spike carried Simon.

The diner was modeled after the 50s era diners with waitresses in roller skates and big, plastic-cushioned booths along the windows. It boasted supposedly world famous apple pie, just as the welcome sign had, and when they walked in with a passed-out teenage boy and a frantic girl, the woman at the bar paled.

She was a slim girl in her twenties, wearing heavy black sunglasses and with the same straw-colored hair as Karen. A boy with longer hair and a crooked nose accompanied her. She lifted her head as they walked in.

"Shannon! Simon's hurt, real badly, guy in the road broke his hand, and we were caught up on the way back! These guys tore 'em a new one! You gotta do something, first aid, mouth to mouth, CPR!"

"Whooooa shit. What did you guys DO, run into the whole nest of them? His hand looks like it got into a fight with an egg-beater and lost."

"It's no time to joke, Rob, I'm serious!"

"Soooo where do I drop this bloke?"

"Don't drop the poor kid, Spike, put him in a booth."

"What is the purpose of glitter on the seats? Is it an attempt to make the human rear end more attractive?"

Shannon put a hand on her head, seeming to look at Simon and the others. "Rob, here, take the keys." she groped behind her at the bar and handed a set of car keys to Rob. "Take Simon to the clinic, call his parents from there."

"What do I tell 'em?"

She bit her lip. "Say he fell out of a tree... No more of this, after tonight, Karen."

"NO!" the girl gaped. "You, I mean, we can't!"

"Karen, look at him!" Shannon gestured towards Simon, who Rob was gently taking from Spike's arms. "Is this what you want? Your friends to get hurt and die?"

"No... No, but... We can't!"

Rob grunted. "It's a good thing he's skinny..." They exited, with a jingle from the door.

Shannon crossed the room to stand in front of the group. She walked carefully, calculated, tentative. "Karen... I should have stopped it when you roped Rob and Simon into it; what's the matter with you? Do you even think?"

Karen's face fell to the ground, scowling. Shannon pursed her lips. "Go to your room."

"You're not Mom."

"No, I'm your sister. But Mom's not here, get your ass to your room."

Karen threw the bat to the floor, and stormed to the back room, slamming the door behind her.

Spike looked at Lorne, who seemed equally as lost as Spike. "Uh... If you don't mind me asking, sweetcheeks, but is she a Slayer?"

Shannon cocked her head to the side. "Slayer? Oh, you mean of vampires? No, no... She's my sister. Look I'm very sorry about all of this, you must be really really confused. Um... Sit down, i'll get you four something to drink, some pie? I'll... explain."

Spike looked to Lorne, who shrugged.

"Uh... Fair 'nough, I s'pose. Blue, c'mon over here."

Shannon left briefly, and returned with four helpings of pie and four cups of coffee, which she set at a booth, and the four of them slid into it.

"Okay... My name is Shannon Clarke. The bratty girl who ran off is my sister Karen. The two boys are Robert and Simon." She wrung her hands, seeming to be unsure of how to touch upon the subject.

"Four years ago, a nest of vampires took over an old house just outside of town. I know, I know, vampires aren't real, right? Well these guys suck blood and kill people. I know it's really really far-fetched, but please trust me, okay?"

"Um, actually, sweetcakes," piped up Lorne through a mouthful of pie. "Wow, this is good... Vampires, totally not unheard of to, uh, us, in our line of work. My friend Spike here IS a vampire. Good one, though, mostly, he's got a soul."

Shannon's mouth dropped. "Oh.. OH. That... actually explains the lack of freaking out."

Spike lifted a finger. "Wait, how do you know we even saw vampires?"

Shannon smiled sheepishly. "Well I was going to say... I mean, well since you guys clearly aren't surprised by bloodsucking monsters-Oh! No offense meant, really!"

"None taken, I've heard worse."

Shannon sucked in a breath. "I'm a.. what are they called, I had Karen google it... I'm a Seer. Telepathy and astral projection, really. It's how I knew you were all here, since, well..." She pulled off the sunglasses, revealing vague, unfocused brown eyes. "Blind, you see, since I was born." she replaced them.

Illyria seemed intrigued. "You are incapable of sight?"

"That's right."

"Then you are... lesser even than the average human...?"

"Nnnno. No, I like to think I'm just about the same. The telepathy lets me see people's minds, their auras. So even though I can't really see, I know you're all here, I know where I am. I think it's like when someone loses their sight in an accident, their other senses get better, you know? Since I have no working eyes, my mind's eye is stronger, y'see?"

Illyria nodded. "I do indeed... see."

"Back to the vamps runnin' around in your little 'burg, then?"

"Right, so, four years back, bunch of the suckers come roaming in. They pick off people bit by bit, and they always make it look like an accident... Until two years ago, they slipped up, drained Karen and my parents. Karen survived; Mom and Dad didn't. Karen... took it really hard... We both did. Daddy left the diner to me in his will, so I took up raising Karen myself and working the diner. Some time passed... and Karen started looking up all this information on vampires, started making stakes and putting garlic all over the place, started disappearing late at night...

"One thing leads to another, and she kills one with help from Rob. They bring Simon into the mix and start up a home vampire hunting gang. I thought... I thought if I helped them at first, they'd be safer... And for a while, they were. Karen's a Wikipedia whore, she's got information on vampires and ways to kill them taped all over our room..."

Shannon looked down at the formica-topped table. "But tonight... If you hadn't been there... If there is ANYTHING I could ever do to repay you... We don't have a lot, but... anything, really."

Lorne looked to Spike, who nodded. "Relax, pet. We're gonna be in town for a bit, maybe we can help you lot. Me, Illyria, and Angel, 'nother vampire with good intentions, and all, we'll take care of your vampire problem."

Shannon's hands crawled across the table to grab hold of Lorne's. "I... I could never... If you four did that for us... for the town, I mean..."

"What do you mean 'four'?" Lorne peered at her curiously.

Shannon looked perplexed. "The... four of you. You, Mr. Lorne, Spike, Ill.. Illerya, is it? And your friend just there."

Lorne and Spike looked around. Illyria merely peered into the coffee and sipped it.

"There's only three of us here."

Shannon shook her head. "No, no, four! There's... someone else, just... behind the woman..." her face screwed up in confusion. "She's... there. I can see her aura."

Both Spike and Lorne looked at Illyria, who continued to sip the coffee.

"I dislike this world." she said slowly. "I dislike this plane without Wesley."

There was a long, very tense silence, which Lorne broke.

"Is she in there, Illyria? Is she still there?"

"I did not know it was her. It is a piece of her. I assumed it was her memories, fragments of the Burkle's mind left over when I took the Shell." Cold blue eyes fixed themselves on Spike, then Shannon, finally Lorne.

"When I leave, the Burkle may return. But you must retrieve the rest of the pieces. That, I cannot do."

Illyria sipped the coffee.


	4. Sight for Sore Eyes

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

_Wesley why can't I stay?_

Reverse, reverse, rewind, rewind, scattered thoughts and pain, memories moving ever backwards, stopping from the moment she fell on the stairs.

_You make me happy, when skies are-hurk..._

Falling, being caught, in a hospital bed. Her boys all around her. So much hurt, a dull pain in her middle, gnawing at her and eating away, her chest all tight and constricted, like there's a vise around her lungs. Then she's in her apartment, and Wesley is there...

_Finally get you into my bedroom and all you wanna do is read..._

_This is my power! To not let them take me!_

_Wesley, why can't I stay?_

Rewind, rewind. All over again, reliving and dying. Faces swirl, flashes of battle, Wesley on the floor, rain, smell of gasoline and bits of road. Doglike faces with glowing eyes in the darkness...

Over and over again, they don't take her but she's in their clutches, and she's falling again...

_Sunshine... my only sunshine... you make me happy..._

* * *

"So... you're telling us that... Fred is still in there?"

Shannon nodded; she liked Angel's voice. It had a calm, lucid quality to it that was soothing. Though he also sounded like he had a lot going on in his head.

Illyria merely sat, looking haughty and sticking her nose in the air. The group had gathered in the back room of the diner, which housed a small kitchenette and living room area with a small television in one corner, and a pair of doors which no doubt led to bedrooms.

"I mean... Look, I'm no expert, but there's definitely more than one person in that body. Here, let me show y'all."

She moved towards Gunn. "Do you mind if I use you as a model for a minute?"

"Uhhh, okay. Not gonna frisk me, are ya?"

She shook her head. "No, no, don't worry. Here," she moved her hands around his arms and middle about a foot. "A soul, a person, has two auras. The outer aura shows the physical health of the body; the larger and brighter it is, the healthier it is. The inner aura is... umm... the self. Personality, being, whatever makes the person, that's the inner aura." She gestured slightly more inward, closer to Gunn. She nodded towards Illyria. "She had four auras in her. That's why I thought someone was standing behind her, or something. Guess what it really is is there's two of 'em in there."

"But the Doctor at Wolfram and Hart said her soul had been.. consumed. How's that possible?" Gunn eyed Illyria.

"Soul can't be... destroyed. I don't think... Broken, I guess, lost, but isn't the whole purpose of a soul is to ensure you go on after death?" Shannon looked off into the distance, face screwed up in thought.

Angel sat himself down on the arm of a ragged little sofa. "Fred's... still in there, somewhere. Illyria, you have to let her back."

"Even if I wished to leave yet, I could not bring her back. I took her out, but pieces the were lost in the hollowing process. And I do not wish to leave just yet."

Angel stood again, but it was Spike who snarled from the corner. "It's not your body, little Shiva. You took it from her, and you'll give it back when we say. You're not a king anymore, you're not in charge."

Illyria was standing before him in a flash. "You will not speak to me that way! I could obliterate you if I deemed you worthy."

Spike sneered. "You've had every chance to do one of us in, all this time, but you haven't. Why's that, blue? Is it just maybe, that little bit, that piece of Fred is holding you back? Or have you actually started to give a shite about us 'primitives'?"

Illyria's eyes seemed to grow colder; her hand lashed out, inches from grabbing hold of Spike's neck.

"When you manage to return the Burkle, I will leave this shell and not return. If I ever do, it will be because I have risen to what I was, and I will slaughter each and every one of you, including your Winifred."

Angel approached Illyria, looking frighteningly imposing before her. "You're gonna give Fred back her body, and you're going to leave and never come back, and if you do, it's not going to be us who get killed; got it?"

Shannon reached up and took hold of Gunn's upper arm; he jumped. She removed her hand, muttering "Sorry," then faced Angel and Illyria. "Um... If.. if there's going to be killing going on, could it please not be in my diner? I.. I try to avoid death, you know, much as possible."

There was a heavy, prolonged silence in the room, and the tension was so thick that suffocation was a distinct possibility. It was broken by a door opening to the side, and Karen appeared, looking snooty.

"I'm going to check on Simon... Why are they still here?"

"They saved yours and Simon's lives... They actually get rid of vampires for a living." Shannon crossed her arms.

"Well... not really a living, exactly... We kinda... help the helpless." Angel broke his dangerous gaze from Illyria, who continued to eye him coldly.

Shannon shrugged. "Close enough. If that offer from earlier is still up, to take care of the vampires..."

Angel nodded. "Of course it is, we couldn't leave here and let you guys try and take them on yourselves. You're not equipped for it, it's dangerous."

"We've been doing just FINE without you."

"Karen, don't start."

"I want to help, then." Karen jabbed herself in the chest with her thumb.

Angel shook his head. "It's way too dangerous, you'll stay here, where you won't get hurt."

"That's not fair-"

"Don't argue with him!" Shannon cut her off, pleading. "You've got to stop it, Karen. You almost died tonight... I know you don't take value over your life, but dammit, Mom and Dad would not have wanted you to risk your neck for what happened to them. Don't give me that look, I know that's why you're so hellbent on helping. You're a kid, Karen. You have to be a kid and get off this stupid vengeance kick. For once in your life, listen to me."

Karen slumped where she stood, looking pitiful.

Angel and company decided to take that moment to leave the diner and return to the motel. The sun would be rising soon, and as they left Angel promised they would return tomorrow night.

"If I can repay you, in any way... We don't have a lot but-"

"No, no... But I was wondering, maybe... You could try and do something to bring our friend back?" Angel muttered as they slipped from the room, keeping out of earshot of Illyria.

"HER? Aw geez... I dunno, I mean... Look, I can't promise anything. Really."

"I'm not asking you to promise... Just, to try."

She nodded. "That, I can do."

"Thank you."

* * *

Illyria spent the following day roaming the outskirts of the town, relishing the pounding heat from the sun, which hung fat and yellow in the sky.

Conversations with Wesley floated through her mind, and she sifted through them.

He had hated this world without the Burkle human in it, had accepted death with the knowledge that he would see her once he had passed on. But now, with the information that the Burkle was still here, on this plane... She knew Wesley most likely hated where he was now, because the one called Fred was not there with him. Illyria had not liked it when Wesley hated things or was grieving, so if she left the shell and moved to another plane...

She would be walking into irritation and unpleasantry; even if she wished to see Wesley again. This concept bothered her.

She thought about bodies, about shells and planes of existence. The inklings of a plan began to appear within her mind.

* * *

The following evening garnered a surprising lack of participation from the Angel crew. Lorne had deigned to stay behind at the hotel with Gunn, who was still recuperating with several stitches in his side; and while he claimed to be doing fine, he still had trouble doing much strenuous activity.

Angel decided that punching vampires in the face constituted as 'strenuous'.

Not to mention Illyria seemed to have gone on strike after the confrontation with Spike and Angel, contenting herself to roam the edges of town in Fred-face searching for coyotes. She appeared at the motel at random, only stopping in to pick at a bag of Doritos and inform Spike that the lupine creatures continued to elude her.

Spike merely nodded. "Yeah, they'll tend to do that."

No one wanted to force her into joining them while helping Shannon and her little ragtag slayer group, though. The unspoken but unanimously understood thought was that if they irritated her too much, she would disappear with Fred's body, and they'd have no chance of returning their friend.

So when the sun finally set, it was only Angel and Spike who gathered directions from Shannon, and drove out in her pickup truck to what she called the vampire's 'headquarters'.

"S'far as vamps go, we had way better taste than they do," Spike muttered.

The 'headquarters' was a rickety-looking old barn. There were holes in the roof and any paint job it may have had in the past had long since faded; the wood was now a soggy grey color. Light bled from the cracks in the double doors, and a meat hook suspended on a rope from the roof held a bucket that, even from this distance, reeked of blood.

Spike tossed his cigarette to the ground and stomped it out with his boot. "Shall we, then?"

Angel nodded. "That we shall."

They crept up towards the door, and as they approached they heard shuffling on the inside, and a voice bemoaning the loss of 'Cheyenne, Margie, and Carl'. Spike assumed it was the vamps from the previous night.

"Carl was a retard anyway, no loss," Came a second voice.

"Those dumbass kids have never taken out more than one of us on any given night. Shit, how many has it been, really, these last couple'a years? Like four? And they've all been newly turned. They've got help now, no doubt about it."

It was just about then that Angel kicked open the door and they strolled right in, and it was so unexpected and random that the six vampires within the barn paused to stare.

The old stalls that had once housed horses now housed lumpy looking mattresses, each one vaguely personalised in various ways. An old television set sat at the far end of the barn before a couple of sofas, which were stained bloody.

"Evenin', ladies and gents."

Interestingly, there was no 'who the hell are you'; there was a momentary silence, and then they charged, the six of them leaping over the sofas and various crates strewn around the floor of the barn.

Spike caught the first one with a nasty right hook to the jaw, then ducked a blow from another one. A brief look at Angel told him that it was three on one for both of them.

Goody goody.

He turned the duck into a lunge and slammed his head full-pelt into one of the women's abdomen; two men leapt after them as they rolled across the floor. Spike whipped a stake from his sleeve and jammed it into the woman's breastbone; screaming, she crumpled to dust. This is just sad, Spike mused, silly little prats picking off blokes in a sleepy little town that doesn't see a thing coming...

He leaped to his feet and his face met a fist. Spike jerked backwards, and kicked out, catching his assailant in the stomach. The vampire fell backwards, and Spike caught the second one with his elbow in the face.

He grabbed hold of the first man's shirt and jabbed the stake into him, dusting him, and whipped around to shove the stake into the second, whose bloody nose quickly disappeared in a splash of grey.

He turned in time to see Angel pull off a little spin-kick maneuver and knock his last assailant off his feet, landing on one foot and knee to slam the stake into the vampire's chest, obliterating him. Angel brushed off his shirt, looking as if quite a large amount of the grump that had been accumulating since they fled LA had been worked out.

It was over quickly and hadn't been much of a fight, but Spike felt loosened out, less tense. Thrill of battle had always somehow managed to relax him afterwards; the exploding of emotion and energy that was almost like a high that he gradually came down from after a fight. What he needed now was a drink and a sofa.

"Nice little deal they carved out, looks like. Take over a small town, pick off whoever they want, nobody figures out the cause of death, and they live like... really filthy kings in an old barn." Angel kicked at one of the mattresses, strewn with beer bottles and porno magazines.

"Guess they didn't expect a couple'a vamps who know what they're doin' t'show up." Spike sniffed the air.

"Guess not. How long did that take, anyway? Ten, twenty minutes?" Angel checked his watch.

"What, s'that a new record?"

"... Yeah, actually, I think it is."

"... You're keeping track?"

Angel coughed. "Let's just... get back. Give 'em the news."

"HYYYAAAH!"

From the door of the barn came a rather blurred yellow figure, who halted and stared when it saw the unscathed Spike and Angel, and the dust-covered floor.

Karen, in a bright yellow sweatshirt and looking sorely disappointed.

"Balls," she muttered.

Needless to say, the ride back to the diner was fairly awkward.

* * *

"You are sooo freaking lucky you didn't get hurt! Your bike doesn't have any of those reflector things on it; what if you got hit by a car?"

"Jesus, Shan. I'm fine, will ya quit it already?"

"No, I won't!"

The battle that waged between Karen and her sister had been going on since they'd returned to the diner, and while it mainly consisted of Shannon shouting about how Karen could have died, she was grasping at straws trying to make Karen understand how worried she had truly been. Spike had no siblings as a child, and he was curious at the way these two treated each other. He had been fairly docile as a teenager, immersing himself in books most of the time; he wondered if he had been as snotty as Karen was being now, would he have turned out differently?

Would his mother have kicked his ass?

Finally, though, Shannon broke down, shoulders slumped, and threw her arms around Karen's shoulders.

"I was so worried about you... I don't know what I'd do if I lost you, Karen."

There was silence. Rob and Simon (whose hand was now bandaged up in a splint and cast) peered from their spot at the counter.

Karen's mouth hung open for a moment, then she returned the hug. "'M sorry, Shan."

"I love you, sis."

"Yeah." Karen sniffled. "Me too."

Shannon held her at arm's length and smiled. "No more fighting, no more vampires; be a kid, Karen. Go out and experiment with pot and beer, that's way safer."

There was snickering from the entire group, and Shannon seemed to remember that they were not alone in the room. She straightened and turned towards Angel and Spike.

"I can't thank you guys enough, on the town's behalf and ours. And... I think you'll be happy to know, I think I've got an idea to bring your friend back. Rob and Simon found some stuff out for me, and I think there's something I can do."

"Thanks for saving my life the other night, by the way." Simon waved his injured arm. "Wanna sign my cast?"

Angel smiled, worry seeming to wash away from his face. "It's no trouble. If you guys ever have trouble with vampires or anything else around here, give us a call. We'll gladly come and help you out."

"Hey! I got a question! What brought guys like you to a place like Cromwell? There's like... nothing here. Except for Shannon's pie. What'd you come here in the first place for?" Simon asked.

Angel hesitated. "Well... we used to be, well still are, a detective agency; Angel Investigations. We help the helpless. We got involved with this big multi-dimensional evil law firm and tried to do some good with it. Ended up causing more trouble than it was worth, and we had to leave LA so the higher-ups didn't catch us."

"Who were the higher-ups?"

"S'probably best you folks don't know. Less you know about 'em would be safest, I imagine."

Angel nodded at Spike. "He's right. The less you know about it, the better for you." Angel looked over Shannon. "What's your idea with Fred?"

The following evening found the entire Angel Investigations group in their motel room, joined by Shannon, who was explaining her theory.

"See, Simon found this thing in a book at the library; some guy named Carlos Castenada said that fragments of souls are found in the memories of the retriever. Now, I've got no memories of your friend, so I'm going to try and see into all of your memories and drag the pieces back to her body." She held up a book entitled The Impeccable Warrior of Light: Wisdom Teachings for Spiritual Protection. "The fact that the library even owns this book is, in itself, freakin' amazing. It's by some lady named Peace Mother Geeta Sacred Song. Seriously, what the hell?"

She was met with mildly perplexed stares.

"So... You're saying you're gonna look into our noggins and try and bring Fred back using our memories of her?" asked Gunn.

"In theory. I've never tried ANYTHING like this before in my life. I've got no guarantee that it's gonna work or if anything's gonna even happen. I don't want to get your hopes up, but if it works... you guys very likely will have your friend back. Though I don't know what will happen to Miss Illyria..."

"I will be leaving the shell regardless. I have other places I wish to be that I cannot go to in this body. It is restrictive." Illyria sat calmly on the bed, hands folded in her lap.

"Okay then. Lie down, so you don't fall over or something. You four, lemme see your hands." Shannon put one hand on Illyria's as she lay on the bed, and held out the other for the four men to hold, each one grabbing a finger.

"Here's hoping, folks; bring up all your memories of your friend, let me see them."

It was impossible to tell beneath Shannon's sunglasses, but she closed her eyes.

Thoughts and memories that didn't belong to her flooded her mind. Images that she had never seen in her own eyes, though things she was surrounded by daily, rooms and colors and people.

_You are my sunshine, my only sunshine...._

A bloody hand held aloft, seen through the eyes of a bloodthirsty demon, then in the bowels of a cave, a filthy woman wearing thick glasses and rags.

**"I've been trying to make an enchilada out of tree bark."**

**"Bark enchiladas. How's that goin'?"**

**"There's work to be done."**

_You make me happy, when skies are grey...._

Curled up with Fred in bed, talking quietly, whispering softly and holding each other, enjoying the company and bathing in the solitude.

**"I'm being ridiculous, I know. It's just... I don't have a lot of experience in this area. I spent the last five years in a cave."**

**"Yeah, I know what that's like."**

**"How could you?"**

**"Because now, everything's so bright my eyes hurt."**

_You'll never know dear, how much I love you..._

Fred in her element, working nonstop in a laboratory, to help him of all people.

**"I'll never get this right!"**

**"Yes you will! Genius, remember?"**

Saddened at failing to help him, sitting on a desk in her office.

**"That i'm a handsome devil who brightens the place up?"**

**"That you're worth saving."**

_Please don't take my sunshine away..._

Lunch breaks chatting with Freddles about her day and his day and just enjoying each other's sparkling company.

**"Yeah, we're wallflowers."**

**"Oh no, no, no, sweetie. You're the young, the beautiful, the ready-to-- oh. Well, here's one problem. You're totally sober! It's Halloween: you should be three sheets to the wind already. Now, try and get into the spirit of things, okay?"**

_Sunshine... my only sunshine..._

Then she was rushing across time and space, deserts and oceans and mountains flying beneath her feet as she found herself at a house in Texas, grabbing onto a frightened fragment and holding on tight.

Then she was in Los Angeles at an old hotel and there was a second fragment, flittering around, frightened. She grabbed that one, too, and flew all across the world, finding them and piecing them together. She didn't look for them, was merely dragged to where they had fallen; in places that Winifred Burkle had loved in life.

_"Wesley, why can't I-"_

Everything stopped. Wesley faded away, her room faded away, and she was floating quietly through emptiness; a room materialised around her. The repetition had ended and she knew that her death was over. It had been repeating over and over these months, though time held no meaning then. It was as if she had been experiencing a truly horrible case of deja vu.

Again and again and again.

Winifred Burkle floated into a motel room, and lay down inside her body.

For the first time in months, it was Fred who opened her eyes and took a breath. Four voices came in tandem.

_"Fred?"_


	5. Damage Control

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

She was most definitely not in her room anymore, and she was no longer being held close and comfortingly by Wesley. She felt constricted all over, but it was fading. The bizarre leather suit that had previously graced her body melted away and dissipated, as well as the blue stains that had marked Illyria's presence. This left Fred naked on the bed; she sat up slowly. Tears began to fall down her cheeks, heaving sobs racking her figure; she grabbed onto herself and wept. "W-Wesley? Oh God..."

Spike pulled off his duster and draped it over her shoulders. She jumped, becoming aware of the people in the room, she threw herself at him and clung to his shirt. "Spike! I'm still here... I'm still here, they didn't take me, I stayed! Where's Wesley? Angel, Charles, Lorne!"

Her face became torn between elation and fear, mingled with confusion. Spike pried her from his ches and set her back on the bed, and Lorne sat beside her, placing his arm around her. "Freddles, sweetheart... Wesley's gone..."

The tone in his voice was all she needed to understand. She wept into his shirt and spilled her grief. Charles sat on her other side, and clutched her hands in his.

A long time later, when she had cried until she had no tears left, Angel and Gunn gently explained about the sarcophagus, about the hole in the world, about Illyria and Knox. They left out the particulars just then, about Wesley shooting a man in the kneecap, about him stabbing Gunn, about Gunn's involvement in the affair, and about the things they had faced after she had left. They never said died, because that would imply finality, and Fred had returned. They also left out everything about Wolfram and Hart, and fleeing it, because that was too much and could be left for some other time. For now, she needed to take it slow.

Quietly, she herself explained everything that had occurred in her apartment with Wesley. About how it had simply repeated itself, over and over, and she had relived it again and again.

"I... I was stuck in... a loop, I was caught in a piece of time that just kept repeating.. I... I couldn't.. couldn't stop it, couldn't break away... H-how did Wesley die?"

Angel rubbed the back of his neck. "We should leave that alone for now, you need rest, Fred, you're freaked out. You need to-"

"NO! I need to know what happened to him! I've got this image in my head..." she croaked. "Of him... and he's speaking to me, me, but I'm not really there... And then he's gone... I need to know." She glared at Angel, eyes red and puffy from crying.

Angel looked to the ground, awkwardly seeking assistance from the others. "I... We had a plan to take out the Circle of the Black Thorn. They were instruments of the Senior Partners on Earth... I sent each one of us to take out one of their members... Wesley was stabbed by Cyvus Vail, and he didn't make it." He looked to her face, filled once more with grief. "I'm sorry, Fred."

She shook her head, drooping her chin to her chest. Tears fell silently into her lap.

Quietly, Gunn, Angel, and Lorne convened outside the room with Shannon, leaving Spike inside to watch Fred.

He sat beside her on the bed, saying nothing because, really, what could be said? Pausing for a moment, he reached out and took hold of her hand, squeezing it gently. "Maybe you should sleep, pet. Rest, and mourn when you've got the energy to."

Fred's voice was small. "Stay with me?"

"'Course."

She lay back on her side, and he sat back on the floor beside the bed, leaning against the side table, stroking her hair softly until her eyes drooped and her breathing evened out.

He was struck with the realisation that he had really quite missed Fred. He hadn't understood how much he had enjoyed her company during his visits to the lab until she was gone. When he'd gone solid again he'd hardly interacted with her; and it was now he wondered why. He quietly decided that he would spend time with her now, to make up for what had been lost.

"I dunno if there'll be any lasting effects, you know. Maybe memories from that Illyria lady, left over. But I told you guys, I'm no expert." Shannon shrugged. "You guys have really, really weird lives, by the way."

"We've been told... Thanks for your help, Shannon. If you ever have any other kind of trouble around here, give us a call." Angel scribbled a phone number on a bit of paper, and handed it to her. She tucked it into her blouse, fumbling briefly to locate the pocket.

"Hey... Is.. she going to be alright?"

Charles shook his head. "Lotta heavy stuff happened while she was out. A friend of ours died, and we still haven't told her everything."

"She needs time. She'll get there, Fred's a strong little girl." Lorne peered into the window. "She'll get there," he repeated.

Spike appeared in the doorway. "She's sleepin'."

"That's good... Thanks again, Shannon." Angel shook the woman's hand.

"Hey, we're square now. You helped us, we help you. Why don't you folks bring your friend down to the diner some night? Getting some home-cooked food in her belly might help." She smiled warmly.

"Sounds like a plan to me, but we should let her slow down, take it easy for a while."

Angel nodded at Charles. "This town'll be a nice setting for that, she can take it nice and slow and not have to worry about anything."

"Mmhm. Well, good luck, guys. I promised Karen I'd be home before morning." She departed, leaving them standing outside in the humid night air, peering into the room where Fred slept in Spike's coat.

"I can't believe we got her back..."

"Don't jinx it, Angelcakes." Lorne leaned against the frame of the door.

Despite the sorrow that accompanied Fred's return, there was a joy that the group hadn't felt in quite a while.

Maybe, Angel though, maybe things were going to get better. Maybe in a month or so they wouldn't be hiding out in a dingy old motel that smelled like cats. Maybe they'd be sitting in the Hyperion's lobby and trying to figure out why some demon was trying to kill someone with some ancient and powerful talisman.

He and Gunn went to rent a second room, because after a short debate it was decided that all five of them really could not stay in the one. Especially now that Fred was Fred again; she would need space, the ability to have a semblance of privacy. It was then decided, after a hushed debate that raged between the two vampires of the group, that they simply did not want to share a room with each other.

So it was Lorne who finally assembled room etiquette and shooed Gunn and Angel off to the new room. Spike would nap during the day in a bed shared with Lorne, in the room they would share with Fred.

"Why does HE share a room with you two?"

"Because, Angelface, as much as I adore you and Charlie, Spike is currently up-to-date on pop culture."

Spike smirked, looking smug while seated in the tiny couch that came along with the room. "Pays to slack off a bit, mate."

Angel merely glowered.

Fred did not awaken until some time the following afternoon. At first she was very confused and disoriented, but after a moment of lethargic blinking, she remembered the night.

Quietly, she reached up and dragged the pillow to her chest and hugged it close, breathing deeply and thinking. The leather of Spike's coat stuck to her skin, but it was heavy and solid, something real and familiar. It smelled of a myriad of things: cigarette smoke, some type of alcohol, and a musky sort of smell that reminded her of all sorts of things that she attributed to Spike. Like fresh paper and hair bleach.

Wesley was dead, Knox had been the one who'd brought about Illyria, and she had returned to find them miles away from Los Angeles, and unsure of why. They hadn't told her everything, and for that she was glad. She could sort what she knew and then deal with more information.

God... Wesley, dead. The concept stung at her heart and made her eyes prickle with tears. She curled herself up further with the pillow. They'd had a week together, a very nice, hell, wonderful week.

She must have dozed off again, but not for very long, if the clock on the bedside table was any indication. Quietly she sat up and peered around the room. Light bled from the edges of the shades, and there was a lump in the other bed that, from the hair poking out of the covers, she assumed to be Spike.

She found fresh clothes lying on the edge of the bed, and tentatively she pulled them on. Everything felt so surreal. Trying her best to be silent, she tip-toed towards Spike's bed and laid his duster on the covers, then she headed to the bathroom.

Fred wondered, briefly, if Illyria had ever used the bathroom while using her body. Because the second she saw the toilet-- just wow, she'd never had to go that badly in all her life.

"Gotta pee like a racehorse," she mumbled under her breath, a saying her father often frequently used when not in the company of her mother. Mama could swear with the best of them, but that was one phrase she found too crude.

Peering into the mirror was like looking into someone else's face. Behind the neutral expression she wore, her mind whirled with formulas and equations which, for the moment, blocking other things from her mind.

She washed her hands and face, then found herself moments later sitting on the bed again, hugging the pillow. She wished she had Feigenbaum; he'd always been there for her; through every bad memory she could imagine. When Caroline Miller got the part of the Tooth Fairy in their fourth grade production, and she got stuck as Tooth Decay, the rabbit had listened to her anger and had quietly accepted the rage. When Tyler Carrigan looked like he'd rather kiss a skunk than go out with her, Feigenbaum had been there to catch her tears. And when she had returned from Pylea and retrieved the rabbit, it had been Feigenbaum who didn't whisper that she was crazy, and didn't make fun of her addiction to speedily-delivered enchiladas.

Today, however, it would need to be the pillow that caught her tears.

The following days were spent gently explaining everything to Fred, who took most of it fairly well, all things considered. She didn't remember much of having her soul torn into pieces, just the fact that she had relived her last hours over and over again. Angel was under the belief that they shouldn't tell her about Wesley's violence towards the lawyer and Charles, who remained silent about it, but in the end it was Lorne who quietly explained these bits of information to her, four days after she had returned to them.

"He... did that? Over me? Didn't... didn't he know me well enough to know I wouldn't have wanted anyone to get hurt over me?" She sobbed, Lorne's arm draped over her shoulders.

"He was scared for you, Sweets. He went a little cuckoo."

"But Charles didn't know, that lawyer... Was he okay?" She dabbed at her eyes with a napkin.

"Pretty intense therapy, that I know of. Heard it busted his kneecap bad."

"It's so hard, to think he would..." She was quiet. "He loved me too much, Lorne. Way, way too much."

Lorne nodded. "You're a loveable girl, Freddi. You know, I don't think the gang was ever as close when we lost you than the entire time we took over Wolfram and Hart."

She sniffled. "I'm not Cordelia."

"No, but you kept us together just as much as she did. I think all of us would have split up if it hadn't been for us trying to honor you, Freddikins." She looked up at him, then, looking confused.

"What do you mean?"

"I was going to stop helping Angel. Was going to take off and never see him and the others again, after we took down the Black Thorn." He nudged her chin with his hand. "But then I thought, 'Hey, Freddles wouldn't bail out on them. She'd be sticking with them like Laurel and Hardy.' I think, and this is my professional opinion," Fred giggled through the sniffling. "...that if it weren't for you, we'd all be split up right now."

She hugged him. "Thank you, Lorne... You're a good friend." Fred smiled at him. "Do you... Do you think Wesley..."

"I think Wes wouldn't want you to dwell too much on what he did. I'm not saying it was right, but he wanted you to be happy."

Her voice was small. "That wasn't what I was going to ask... I was wondering... Do you think, when he died... He went someplace good? I mean after the things he did, you know, did he go somewhere where he would be happy?"

Lorne seemed to not have an answer for a moment, but then he smiled gently. "I think whoever it is that decides where we go when we go, Freddles, knew that Wes's intentions were good."

It was after that conversation that Fred began to get antsy. She rummaged through the drawers in the room and located a pen, but no paper. Undaunted, she pulled up the phonebook that all hotels come equipped with and began to write. Through the days she filled the pages, and once Angel peeked over her shoulder and found she wasn't writing equations and theorems; she was writing her thoughts. So rather than her write on the phone book, Angel went out and located several marble notebooks from a Wal Mart in town, and gave them to her along with a box of brand-spanking-new pens.

Fred was thrilled, and it was the first time she had really smiled since she had returned to them. She'd hugged him tight around the middle, thanking him. ( "Ooh! They have the multiplication table in the back! You know I've always had trouble remembering the twelve times tables, don't know why, something about it." )

She wrote everything she thought and felt on that particular day. Wrote long passages of things she had wanted to tell and things she now wished she could tell to Wesley. Sometimes she would feel suddenly and hopelessly saddened at his death and the events that led to it; and depending on who was in the room or who was around at the time, she got different reactions. Angel tended to awkwardly rub the back of his neck and try to say Wesley only wanted her to be happy; Gunn would go into a slightly unsure diatribe about how he wished he had been there to help Wes. Lorne usually hugged her and gave her comforting words, made her giggle and feel better. Oftentimes though, it was Spike who merely offered a quiet and solid shoulder to lean on, and it was those that made her feel all the better. Spike seemed to understand that sometimes, no matter who said them, words couldn't help.

Towards the end of June they found themselves outside Shanny's Diner; Angel and Spike sped inside with their collars over their heads, smoke furling at their heels in the afternoon sun. The five of them seated themselves at the counter on the barstools, and were met by Karen and Simon, wearing aprons and carting around trays of soda to the few patrons left over from the lunch rush.

"Hey!" Simon nearly dropped his tray waving at them with his injured hand. Karen stalked over to him and took the tray from him, hurrying to a table and setting it down. "You guys still need'ta sign my cast."

After some prodding from Simon, a pen was passed around and they all signed. Karen looked at it from her spot and lifted a brow. "Your parents are going to think you're hanging out with a biker gang. Fred, Spike, Angel." She snickered, and Simon bapped her on the head with an empty tray.

"By the by, this here is Winifred Burkle, our friend that your sis helped out last month." Spike nodded beside him at Fred, who sat nudged between Angel and the blond vampire. She waved a little bit.

"Name's Karen, the skinny one is Simon."

"I'm not THAT skinny..."

"You could do to put on a few pounds." Gunn snickered, sipping the soda that Karen had brought them.

Simon scowled.

"So how long 'til you all are going back to California?"

Angel shrugged a little at Karen's question. "Probably soonish. Lorne has some contacts who say it's been pretty quiet since we left, actually. But that could be a trap, so we'll probably stay longer."

"Cool, you guys'll be here for the Fourth of July."

Lorne piped up. "I'll see if I can get ahold of any of my pals in the 'biz. See if anything's up in LA."

Angel smiled. "Good plan, let's go with that plan."

From the back room came Shannon with a cooling apple pie in one hand; she felt around the counter and placed it in a little glass dome. She smiled in their general direction.

There were introductions, Fred clasped Shannon's hands and thanked her profusely. There were jokes made and apologies on the loss of the gang's friend, Wesley, Shannon offered fresh pie, on the house.

"So I have to ask, where did that Illyria person go when you came back?" asked Shannon after pie had been doled out accordingly.

"I don't know. I don't remember having her in my body- well actually I wasn't in my body at all, I don't think- but I never met her. I have no idea. Maybe another plane..." Fred trailed off, looking thoughtful.

"So long as she's gone, yeah?"

Fred nodded at Spike. "Definitely. But you know, I've got a few theories... Angel, you told me that Illyria was liquifying my organs... Well even though I'm back, how am I not still physically dead? I should be considered a genetic miracle if that's true."

Angel paused. "Hadn't really thought about it. You're eating okay, and you've got a pulse and heartbeat, right?"

"Well yes, but I'd really love to run some tests. I think maybe Illyria did something more than take over my body. I think she did something to my organs other than melt them."

"This is the weirdest conversation ever."

"Shush, Karen."

"Well, I don't know enough to make any kind of educated guess, I'd need facilities and X-rays... But we don't have the Wolfram and Hart resources anymore. But I did manage one test this morning in the shower." She twiddled her thumbs briefly, as if standing on the edge of an idea.

"I have gills."

There was a pause.

"What?"

"I hadn't noticed them at first." She peered over at the lone couple dining in a booth. "But they're there, just behind my ears! They get more prominent when introduced to water, but when they're dry they're hardly there." Fred lifted her hair and pulled the cartilage of her ear down a little bit, revealing a thin pink slit behind her ear. "I hadn't felt them because usually I forget to wash behind my ears, but this morning I DID! First I kind of freaked out because, wow, gills right? But my theory is this!"

She pulled out her notebook and pen, completely ignoring the gaping stares and confused looks from her comrades. She opened up to a page and drew a small diagram of a human form, not particularly detailed but recognizable; she drew in random blotches to act as organs.

"My hypothesis is this: When Illyria took over my body, she liquified my organs and replaced them with organs that SHE knew. You guys said there was a picture of her in the book; I think when she took my body, she really did make it a 'shell', but filled it with more than just her essence, also her body parts! If I could get inside that sarcophagus and see if she was put away with her organs in canopic jars of some kind..."

She looked very intrigued, despite talking about her own body; excited even. The others looked largely horrified. It seemed to Fred, however bizarre it might be to believe one's internal organs had been destroyed and replaced with new, alien ones, the concept of such a scientific marvel was clearly overpowering the possibility of a freak-out.

"And... you're okay with this?" Angel asked.

Fred wilted a little. "Well, no, but... If it's true, and the gills are definitely pointing in that direction, then I'm going to have to live with it, aren't I? I'm still me, I'm back to being me, that's what really matters, right?" She closed her eyes, taking a breath.

"But how are you dealin' with the fried up insides? Y'can't be that pleased about it." Spike cocked his head a bit towards the side.

Fred shrugged. "Whatever's wrong with me... I'll have to deal with it. The least I can do is figure it out before something bad happens. If my organs have all been replaced, well I don't know... That's why I need to find a place to run a few tests-"

Spike cut her off. "There is nothing wrong with you, pet. You're just a bit jumbled on the inside. M'sure there's more than one demon doc' in L.A.; when we get back, you take a visit to one and see what they say."

Lorne nodded. "He's right, you can go to mine, nice guy, big Sinatra fan."

"How do you know he's trustworthy?"

"Angelcakes, Doctor Rob and I did a duet with 'All That Jazz' when I had the flu. I've never sounded better when congested, and he's clean, can't carry a tune like he carries a stethoscope, though." Lorne grinned, dropping his sunglasses down on his nose. Karen giggled.

Gunn still looked incredulous. "You seriously have gills, girl?..."

* * *

"Sir, we believe we've found the vampire."

There was silence in the Wolfram and Hart CEO's office. The man continued quietly, deliberately, gauging his words carefully.

"Sir, Doctor Sparrow from the Upgrade department, he informed us of an energy signature that had previously been in the building. From that we managed to trace the energy it left behind, but it abruptly stopped shortly after we began tracing it. Several weeks later it reappeared again, and it's moving."

The one speaking, a lithe man in his thirties in a pinstripe suit and horn-rimmed spectacles, held up a print-out. "Doctor Sparrow informs us that it's the energy signal that the Old God called 'Illyria' left behind in the building. He believes that the Old One was with Angel and the others, and that they were conspiring together. The signal is moving across Arizona, slowly, but if it continues on the course we've projected; it's heading this way."

The man in the chair was quiet for a moment, steepling his fingers before himself on the desk that had once belonged to the very man he was hunting.

"See what else you can find out about this Old God, any information at all, get it. Check all the files that survived the damage they caused. And send someone to track that signal, so we don't lose it again."

"Yes, sir."

"Oh, Trevor. Bring me up his contract again, would you?"

"Right away."

When Trevor had left the room and the door had clicked shut behind him, a body stepped through the wall behind the CEO's desk. Its glasses were askew, and it looked tired beyond its years. The man heaved a nonexistent sigh.

"Oh calm down. You act as if you have something to lose from me looking at your contract. You can't even lose your own life."

The CEO laughed, cold and terrible.

* * *

"Alright then, Mr. Big-in-the-Britches. You owe me twenty bucks, pay up."

Spike grudgingly doled out the cash to Gunn, who looked smugly around at the Fourth of July festivities. Booths had been set up seemingly overnight all down main street, people had brought out their own grills and lawn chairs and set them up on the sidewalk. It truly looked as if the town had been painted red, white, and blue in honor of the holiday, as every single booth was bedecked with banners and sparklers. There was a chili cook-off going on in the town square and neighbors were setting up blow-up pools for the toddlers, who wandered around with their respective parents wearing massive Uncle Sam top-hats and clutching American flags in their meaty fists.

Spike, who had been bone-dry sober since their arrival in Cromwell, immediately located a booth selling Coronas just as the sun finished dipping below the horizon.

"Y'can't blame me for thinkin' this town was gonna be pretty dull, pigeon." Spike popped the bottle cap open with his thumb and took a long drink, looking pleased as punch.

Fred laughed, tucking into a chili-dog. "Well I tried to warn you, small southern towns are good at going all-out for Fourth of July. You should see it in Texas."

"Oh I can only bloody imagine. But I've learned my lesson, pet, no more betting that small towns don't know how to have a good time. Oh bugger, look," Spike pointed towards Shannon's diner, where Lorne had set himself up for Karaoke; with various sparkling lights from fireworks and sparklers in the evening, his skin was hardly noticed with the addition of his fedora, and he was belting out 'Sweet Home Alabama' to the joy of a fairly impressive group of onlookers.

Angel stood awkwardly on the edge of the crowd.

"Peaches don't look too happy."

Fred's mouth curled into a small grin. "I think he's worried about Nina."

"That werewolf girl? Bloke can't be too worked up over her, can he?"

"Well he likes her, more than he wants to admit anyway. Plus since the Wolfram and Hart building's all kablooey apparently, he's not sure if she's been able to transform safely. But he's afraid to contact anybody we're close with in case they've been tapped. He won't let me call my parents either." She took a large bite of her chili-dog; splattering the topping down onto the pavement, she giggled.

"Mm. How're you doing, anyway?" He handed her a napkin, then snagged several more from the booth they leaned against, in case of further spills.

"Better. I've been thinking..." she paused, suddenly very interested in her food. "Thinking he's at peace. I really hope he's at peace."

Spike looked thoughtful, peered down the neck of his corona. "You know," he muttered, weighing his words. "I had a friend, who died, and by some mad circumstances this... mate of mine came back. This friend, told me that where she had been while she was gone, she'd been warm, loved, at peace. This friend hadn't been perfect, but she'd gone someplace good."

Fred looked up at the sky, dark and dotted with stars, lit up on occasion by the crackling fireworks. "Buffy?"

He nodded.

"Thank you, Spike. I know she means a lot to you, and for you to tell me that... It means a lot to me."

"Mm... Don't go telling everybody about that, though, death isn't all sunshine and butterflies. I'm unliving proof of that. So hush hush." He pressed a finger to his lips.

They'd spoken on and off about past loves while she tinkered in the lab late at night, looking for a way to help him. Fred had mostly griped about teenage flings, since her love life had been thrown away with the journey to Pylea. She knew bits about Buffy, more about Drusilla, and the occasional sneer when he mentioned someone named Cecily. He knew about various boys on the high school lacrosse team and Charles Gunn.

"Lorne told me you don't want Buffy to know you're alive. Or, not alive alive, but solid, and not fried extra-crispy," she blurted, tossing napkins in the trash.

Spike snickered, rolling his eyes. "Guess cabbage-head can't keep his lip shut. Nah, don't wanna be a bother to her. She's got another life now."

"What if she misses you?"

He was quiet for a moment. "I don't think she does. And I reckon I've got a bit of a new life as well. As terribly annoying as our dear peaches is, the rest of you lot aren't so bad. Good company, and all that, scenery's pretty good." He gestured with the Corona bottle across the street.

Fred patted his shoulder. "I don't think she knows what she's missing, then."

It was such an honest-sounding statement from a girl whom Spike had thus far never known to lie to a friend. Were they friends? He considered her a friend, anyway. Smiling, he raised his bottle to her. "Cheers, pet."


	6. Word Vomit

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

Illyria floated, gargantuan and yet weightless in her true, albeit intangible form. She drifted above the town and the empty land that surrounded it, until she located the creature she had desired.

It was far easier to overcome than the Burkle shell; it whined and chewed at its belly, but eventually it died and the God King took over. Its soul passed on, and nothing lingered like Winifred Burkle had done. She turned the creature's fur her color blue, its eyes became cobalt; Illyria felt a rush of animalistic force from this beast's shell and howled to the waxing moon above.

She found herself moving towards Los Angeles in this coyote's form. Towards the only other place she had known in this world; the Wolfram and Hart building. While she disliked them, it was a place to start. This shell had been the beginning, but it would not suit her for long; she would need a more acceptable, more powerful shell. Perhaps she could even locate a Qwa Ha Xahn to replace Knox.

To Wolfram and Hart.

* * *

At some point during the night, Lorne had managed to get Angel up to his makeshift karaoke stage and cajole him into singing every other line of Journey's 'Don't Stop Believin'' with him. Angel had stood uncomfortably with his friend until slowly he got into it, and belted out the song in a booming voice that had several young girls whispering behind their hands. While Gunn unsuccessfully attempted to locate a videocamera for such an event, Fred and Spike got themselves suitably tipsy and stumbled back to the motel at around midnight, Spike clutching his seventeenth Corona of the evening.

Somehow, they had gotten semi-dressed into their bedwear, (Spike still wore his dark jeans and boots, and Fred had somehow gained an American Flag print shirt that she wore with floral pajama bottoms.) Spike had dropped into his own bed fairly easily, but Fred found herself momentarily lost in the dark, being far more susceptible to alcohol than her vampiric friend. She tripped over the corner of her bed and landed in with Spike, or more specifically, landing on top of him, eliciting an 'Oonf!' from beneath her.

Fred, giggling like a madwoman, ignored Spike's protests and curled her legs around his, clutched her arms around his waist, and laid her head on his stomach.

"You're comfy."

"Bloody hell, you can't hold your own."

"Nnnnope! And you owe me a hug, you know."

"Hug does not equate to you taking a kip in a bed with me, pet."

Silence.

"Fred?"

Quiet, just the even sound of Fred's breathing. Slowly, Spike too fell into a comfortable sleep.

And that was how Lorne found them at one in the morning; sprawled across the bed in various states of bizarre dress and cuddling. Lorne was almost positive that he had never even imagined Spike cuddling with anything, so the fact that he was snuggled up with one of Lorne's best friends was, if nothing else, a little peculiar.

Never one to bust up any sort of budding anything, Lorne slid the latch on the door. He jammied up and situated himself into Fred's bed, quite pleased with the way life was going.

"Mmf... Feigenbaum..."

"Nope, guess again."

Fred's eyes snapped open, and slowly she turned her head upwards to find Spike staring back. There was a pause, Spike's shockingly blue eyes glittering with mirth.

Fred let out a squeak and nearly leapt out of her skin, falling off the bed in the process. She groaned from the floor, and rubbed her head. "Oww... I'm so sorry! I didn't mean, in your bed, on you, I didn't mean to, um, heh..."

"Well good morning, Starshine, the world says hello. How much did you drink last night?" Lorne snickered from the doorway, where he held the lifeblood: Coffee.

"Enough to convince herself I was a pillow. No complaints here, pigeon, so stop your fretting, you'll give yourself a complex, or worse, end up like Angel."

From the floor Fred giggled sheepishly. "Sorry, is that coffee for me?"

"The java is for you and your pillow there; I don't know how much you drank but it was definitely enough." He handed the paper cups out, and Fred sipped at hers cautiously, feeling more awake. She crawled up onto her bed as Lorne disappeared from the room, his phone ringing.

"I didn't say anything silly last night, did I?" Fred blurted.

Spike grinned, that amused, snarky grin that affected not only his lips but eyebrows as well. "Nah, you're an... affectionate drunk."

"Oh God, remind me to never drink again, with my luck I'll end up in bed with whoever I happen to be near at the time. Not that it's, you know, bad to be in bed with somebody, when they're your friend an' all, but..." She sat her coffee on the night stand and stuffed her face in a pillow, her voice coming out muffled. "I'll be quiet now."

Spike couldn't remember laughing this much with anybody. She really was quite fantastic when she got all bent out of shape, worried over offending someone and babbling on like the Energizer Bunny.

"Relax, pet, no harm done."

From beneath the pillow, one large brown eye peered at him, and she muttered. "Okay... Boy, that's the first time I've had way too much since Lorne's Halloween party. And I didn't even technically get drunk then..."

"Better than pissin' on everything like Charlie."

She burst into giggles, and Spike was glad that she was no longer fretting over offending him in some way.

But in the midst of their mirth, Angel came through the door, still trying to pull on his shirt and looking hassled. "Get up, out of bed, come on, we've gotta go."

Spike sobered a bit. "What's the matter, Peaches? You haven't gelled your hair yet today, come now, must look our best."

Fred erupted into giggles again. Angel looked poised to make a crack about Spike's own hair but he seemed to mentally shake himself and point at the two of them. "Wolfram and Hart is on our tail; Lorne's friend from the city says they've got somebody who knows where we are."

Spike was out of bed and tugging on his shirt from the previous night before Angel got to 'Lorne's friend'. Fred was right behind him, bouncing around the room, gathering the few possessions they had accumulated in the month or so they had been there.

"Be outside in five."

"Are we going to say goodbye to Shannon?"

"No time, they could find us here any minute. Just hurry up, you two." Angel disappeared out the door.

From outside they heard Lorne talking rapidly on his cell phone.

"-horrible connection, babe, thanks for the heads up-Hello? Hello?"

Fred did a mental once-over of the room while Spike carted an arm full of clothing towards the van, which had been parked immediately before the door, back doors open. Satisfied that their meager accumulation of items was in the van, she scurried out the door, Angel and Spike leaping into the back of the van like two bizarre, black-clad frogs. Gunn in the front seat, Lorne at the wheel, like something out of a movie they peeled out of the parking lot with the doors of the van slamming behind them.

"Do we know who?" Fred's voice was shaky in the rumbling of the van.

"Not a clue. Lorne's friend is an interior designer for Wolfram and Hart's receptionist; she managed to weasel some info out him with a couple of drinks and a karaoke bar." Angel looked terribly tired, and extremely worried. Fred put a hand on his knee quietly.

Despite the tension, Lorne sounded proud. "Taught her everything I know."

"Who'd do it, though? Who knew where we were? Unless Shannon and those guys were lying to us. I don't think your friend Willow'd do it, man." Gunn peered from the front seat, light illuminating his face from the front windows.

"I don't think Shannon lied; she didn't even know she was a telepath until her sister googled it."

Gunn shrugged at Angel. "People have told crazier lies."

"Maybe someone saw us yesterday at the Fourth of July thing; Wolfram and Hart probably has spies all over the place." Angel laced his fingers in front of him.

Fred chewed her lower lip. "Or they knew all along... But if they knew, why get after us now?"

"Well the offices got pretty busted up when you last saw it, right, Angel? Maybe they had to repair and hire new staff. I mean, they may be multi-dimensional and have evil powers out the wazoo, but that still takes some time, you know?"

Angel nodded at Gunn, contemplating this. "Well if Wolfram and Hart is going strong again in LA, then it's time we head back to the Hyperion and start up where we left off before Wolfram and Hart. We take down whoever's after us, and get back to Angel Investigations."

Spike rolled his eyes so dramatically that Angel scowled at him. "You don't have to come with us, nobody's keeping you around."

Spike scoffed. "Unless you forgot; Those Senior Partner blokes hate me as much as you, we're tied for the Shanshu aren't we? We mess with reality just by existing. As much as I simply adore the thought of being outside your sparkling company, I don't much fancy being by myself on their hot list."

Angel said nothing, only stared at his steepled fingers.

While Angel Investigations burned rubber on the Interstate at around noon that day, a crew of sleek-looking people in black arrived in Cromwell, Arizona. Three of them sat in a booth at Shannon's diner, where Karen Clarke attempted to serve them lunch.

None of them spoke, only waved her away and sat there. Before Karen could sneer something at them, Simon pulled her away, quietly informing her that they didn't look like the kind of bikers she should mess with.

The rest of these folks stationed themselves at various points in the town, and did not leave their posts, did nothing to conceal themselves or make any attempt to look inconspicuous. No one really paid them much attention, and those that did found themselves suddenly remembering something more important they had to do. An hour or so into this odd vigil, a man with slick hair and glasses arrived with what appeared to be an oddly off-color coyote by his side. The animal seemed to be leading him and his crew towards a dingy little motel near the outside of town.

Upon inspection, the room that had previously housed Lorne, Spike, and Winifred Burkle was empty, and the stoic animal cocked its head questioningly to the side. Scowling, the man cursed and spoke rapidly into a cell phone. The owner of the motel peered out the door and called the police about this bizarre congregation.

When they arrived, however, there were no strange people in black or odd blue dogs roaming the motel. There was nothing amiss in the empty room except for the appearance that whoever had previously occupied it had left very hurried and rushed.

The owner of the motel shrugged and looked confused; the occupants had paid up front six weeks for the room and the one beside it, they had only stayed for about a month. Perplexed, the investigator wrote up a report and told the rest of the station to watch out for blue dogs and men in black.

They told him to lay off the donuts.

Cromwell returned to its peaceful, unexceptional daily routine, none the wiser that anything odd had occurred.

Fred had missed the Hyperion dearly. In their absence it had gained a healthy layer of dust on most everything, and one of the windows on the bottom floor had a sizeable hole in it from a rock that now lay beneath the window, but besides that, it remained the same. Angel informed them as they entered the lobby that, during their stay at Wolfram and Hart, he had secretly bought out the hotel under a false name, using some of the resources they had gained.

"In case we had to, you know, ditch the evil law firm. I thought it'd be good to have a backup." He smiled wearily.

Gunn grinned. "Right on, big man! Figure most of us are pretty behind on our rents at this point."

"OH! That reminds me, what happened to all of my stuff when I... You know, was all... deadified?" Fred turned on her heel to look at Charles and Angel. Spike inspected the dusty counter.

"All got put in a storage place downtown. I think Wes put it all there."

"Yeah, I helped him move it down there. We can go pick it up if you want, Freddles, and take that visit to Doctor Rob. How 'bout it?" Lorne smiled.

"Ooh! Yes, that sounds great."

"One of us should go with you, in case something happens. A-and for heavy lifting." Angel added quickly, at the reproachful look he gained from Fred. "What? I worry!"

"You go 'head, man, Spike and me'll dust this place. Air it out."

"You want ME to dust? To clean and vacuum and, oh please tell me you're not serious, Charlie?" Spike looked scandalised.

Though with much complaint on Spike's end, he picked up a broom as Lorne, Angel, and Fred left.

"Bloody humiliating..."

* * *

The doctor's visit was an interesting affair. Doctor Rob turned out to be a Pockla Demon in a white coat and large round bi-focals. His long, spindly fingers were surprisingly gentle while inspecting Fred, running several tests, and X-raying her. Doctor Rob was mostly humanoid, mostly, but his head was devoid of any form of hair; even eyelashes, and it gave him a frightening reptilian look, combined with lids that closed sideways across his yellow eyes. Despite this, he had a rough, slithery voice that hid a definite intelligence and kindness.

Even though Angel said Pocklas had a penchant for keeping humans in their homes, whom they ate the extremities of and then regrew their captives' limbs.

"Miss Burkle, forgive me, but you are an enigma."

She smiled awkwardly. "Thank you?"

"Now, from what I can see, you've definitely gained some demonic organs. Stomach, intestines, and other digestive organs have been replaced with something that I've only read about in old medical journals. I don't mean to sound unprofessional, but these are things I've never worked with before. They are, however, functioning. So are your respiratory and circulatory systems."

He sifted through his notes on a clipboard, pausing in his speech. "You have gills, as you noted earlier, as well as two branchial hearts and a swim bladder. The branchial hearts move blood through the capillaries to the gills, and then it goes through your normal heart, full of oxygen."

"Oh my God, I'm a squid! What's a swim bladder?"

Doctor Rob nodded. "That's actually exactly right, just like a squid. A swim bladder allows you to regulate buoyancy in the water, so you don't waste energy while swimming. Miss Burkle, whatever it was that took over you, it made you capable of spending quite a lot of time underwater."

Angel lifted up one of the X-rays and looked at it. "You're a squid?"

"Only a little bit. But it's really quite fantastic. The powers you say she exhibited before the creature left, those were a side-effect of the creature itself, I think, since Miss Burkle's skin is not undamageable, and she's not super-strong. We saw that with the tests."

Doctor Rob went about peering at a few more images and notes, and the other three peered at Fred, in turn, Fred peered at her stomach, lifting her shirt a little to prod her belly button.

"You're gonna be a hoot at pool parties, girlie."

"I can't believe Illyria did all this to you... I know you were hurting that day, Fred, but... If this is what was going on..." Angel looked down.

"You did what you could, Angel. I don't blame you or anyone for what happened. Y'all did the right thing, not dragging her back to the hole place. Hurt's over, I'm better." She smiled.

"Oh, also, Miss Burkle, your reproductive system seems to have altered slightly."

"What!?" she squeaked. "But we didn't do any tests for that!"

He laughed. "No, no, the X-ray, look," he held it up to the light. "See this here? It's more common with, again, something along the lines of a cephalopod. You might lay eggs in the future, rather than have live birth."

There was a bizarre silence in the room, and the Pockla Demon was quiet, gentle. "I'm saying this now, not because we're expecting something or want to do experiments, but because really, Miss Burkle, I don't know what could happen to you with what this Illyria did to you. I'd like to keep a very close eye on you should anything new happen. All I can do right now is tell you what you've got inside you. It's all functioning, it's just different and connected in new ways."

It was on that note that they left with a pile of X-rays, Fred quietly looking over them in silence. The somber air was only broken when they pulled up to the storage facility, and realised Angel's offer for heavy lifting turned out to be a moot point, as it was daylight.

When Fred had picked out a room at the Hyperion, she dragged the boxes of her worldly possessions in by herself. The labor was distracting, as was rearranging the room to her liking. She refused help from the others, and they busied themselves with other activities to clean up the hotel, shooting furtive glances and muttering the new information of her innards having been all rearranged and kerbobbled.

She shoved the room's small desk up against the curved corner of the room, and the double bed went further against the wall, but left the majority of the room as was.

Then, she dug into the boxes, tearing them open and inspecting her things.

Books, books, books, movies, pillows, blankets, clothing-AHA!

Her personal items were located in a box that was labeled for Christmas decorations. Inside were her notebooks, a photo album, jewelry, identification, a few stuffed animals (Feigenbaum included.), and her glasses.

The first thing she did was pull out the old purple rabbit and hug him close to her chest. She heaved a deep sigh. She fiddled with his tattered ear, smiling.

"Feigenbaum, you will not believe the day, no, sorry, not day, last few months I have had."

"So that's Feigenbaum?"

She jumped, looking up from her kneeling position in front of the box; Spike stood leaning against the edge of the door frame, looking curious.

"Spike, hi. Yes, this is Feigenbaum. He's my oldest friend, in the respect that I've known him longest. You and Angel kind of go waaaay past oldest for my friends."

Spike snickered in response, waited by the door, expectantly.

"Oh! Come in, sorry, forgot."

"No worries. Find everything well enough?"

"Yeah, it's all here." She leaned on the edge of the box lightly.

"So... Peaches said you're a squid?"

She frowned. "Illyria did a lot more than take me over."

He took a spot on the carpet next to her. Her frown grew larger. "There's something wrong with me... I was so sure... I was crazy and then not, for a while. Five years worth of crazy, gone, and then she took everything out of me and replaced it with things that science can't explain. And this time I can't listen..."

She wasn't sure why, but Spike was so easy to talk to, even when what she said made no sense. The time in Cromwell had Spike spending time chatting with her, joking and watching movies with Lorne. Once, he mocked Titanic's ending, while a scandalised Lorne looked on, ( "'I'll never let go, Jack!' Really? Really you won't? Because it looks like you just cracked the ponce's hands off and he's sinkin' into the ocean! You let go, Rose, you let go!" ) and she had laughed like she hadn't laughed in a long time because she realised that Spike was completely right; Rose was a dumbass. His sudden friendliness was odd; sure he'd been kind enough when he was a ghost, but after that, he'd kind of... stopped spending time with her, down in the lab. He'd gone off to do his own thing, and only hung around to irritate Angel. Fred didn't know what prompted this sudden attention, but she wasn't about to complain.

"Nothin' wrong with you, pet. Nothin'. I know a fair bit about things bein' wrong on the inside. Spent the better size of a hundred years with a lady far more messed up 'n you." He tipped her chin up with one finger, looking serious. His tone was firm, a little intimidating, but he spoke quick and sure of what he said.

"I feel crazy again. Everything was so good, but now everything's all..." she fluttered her hands a little, sitting Feigenbaum in her lap. "But I'm not. There're so many changes so fast, and... I don't know. You don't get it, I know. I'm not making sense."

Though what she said was the opposite, he DID understand. "Pet, Dru made way less sense'n you. Y'managed to keep all the freakin' out away while we were hiding, but now things are slowing down an' you see what's going on. But there's nothin' wrong with you, pigeon. Not a one sodding thing."

Fred sunk into quiet tears, and after a moment, let her head fall onto Spike's shoulder. Spike stiffened, then slowly relaxed and placed his arm around her. She began to talk, about Pylea and about dying, about being crazy and then not, all the way up through the Illyria fiasco and now her jumbled insides. She wasn't asking for help or his view on the subject; she just wanted to say it all and vent. When she was finished, her eyes were bright and clear; Spike brushed the tears away and grinned.

"Right, all that out now, feelin' better? I think you need a pick-me-up. And I don't mean to be forward, but you happen to have a dashing big-bad in your room, all alone." Spike waggled his eyebrows.

She laughed and whacked him on the arm, but that was just what Fred had wanted to hear from him. He stood and helped her up, and together they began unpacking Fred's items. Fred located the clothing box before Spike could get hold of her more personal underthings; she had a few things that really should never see the light of day, or Spike's eyes, anyway. She'd never live it down.

They talked of various things. Fred told amusing anecdotes from college, surprising him indefinitely when she talked about pot and underpants tag around campus. She flushed at the mention of the activity, and explained that whoever got tagged had to take off an article of clothing. "Luckily," she added. "I'm a pretty quick runner."

"Pity that, pet."

"Shush, you, gimme that box there."

Spike went on about his own time being crazy; trapped in the basement in Sunnydale, and told some heavily watered down stories of his exploits from before he had a chip or a soul. By the time they were finished and stood back to admire their work, Fred heaved a massive sigh.

"I feel better. Wish you'd been there in Pylea, I would have talked you outta your mind, but I wouldn't have gone crazy."

"Oh, thanks, Fred," he snorted, sarcasm just plain dripping from the sentence.

"I mean it, well, not the you going nutty thing, but... We could have kept each other sane, I think."

Spike smiled and spread his arms. "Give us a hug, I apparently owe you."

"You do! Back when you were a ghostie!" Fred wrapped her arms around the vampire, sliding them under his coat and up his back.

And maybe arms clung a little too long, and fingers clutched a little too tightly, and maybe...

They pulled back, Spike uttering a mild cough and gesturing at the room. "Y-you could do with a few plants, I'd wager."

"M-maybe a Ficus..."

"S'a Ficus?"

Unbeknownst to the two stuttering companions, Lorne peered into the room from down the hall. Oh! But were the two of them just dripping with romantic tension. He wanted to leap from behind and start a chorus of 'My Heart Will Go On'. But no, better let them get on with it in their own time. Still, Lorne liked what he saw; their auras were flickering around all red, pink, and purple, spiking out and wanting to touch, to feel. There was fear and uncertainty, (mostly from Spike.) plenty of guilt coming from Fred, but it was definitely there. Even them not singing, he could see it. Rather than pounce on the two of them, he whistled jauntily into the lobby, where Angel was behind the counter checking over paperwork that had remained in the hotel. Perhaps things would continue going swimmingly.

Knock on wood.

* * *

Illyria sat on her haunches and glared at the CEO. She had learned very little of him, save for a few details. He was a sorcerer, not a very good one, but a sorcerer nonetheless. He was a demon with a pointy ears and vivid red skin, long black hair tied behind him in a loose ponytail. His name was Silas, and Silas was the son of Cyvus Vail, the one who'd killed Wesley.

It had taken a great deal of restraint to not rip his throat out upon meeting him.

"I'll keep my word, Old One, but you need to remember your part of our bargain."

The voice that spoke to him was guttural, lips that were meant for howling moved in vague humanoid fashion, and teeth meant for ripping and tearing clattered when she spoke. "I too' yer wharr ther were. Yer alterri'g da barrrgai'."

Oh but did she hate communicating with this beast. Silas let out a howl of laughter at her attempt to sound imposing, as he had been doing since they had met out in the desert.

"How the mighty have fallen. You would take my form, except then I wouldn't return you to your full strength. Pity, Old One. But our bargain stays; you find me Angel and his friends, I give you a new body and all those lovely little powers you lost."

"I carrna' larca' therm larke thers."

"True, true. A body who can communicate, and who is capable of blending into a crowd..." Silas thought for a few minutes, inspected a few stacks of paper before pulling one out and reading over it carefully. "Perfect. This one was intelligent enough to read the fine print on his contract; he won't have the same problem you ran into with Miss Burkle." Silas pressed a button on his intercom and spoke clearly into it. "Trevor, join me in my office, will you?"

"Yes, sir."

When the young man arrived and stood before Silas, the CEO gestured at him. "This is Trevor Billings."

"Parrrferrct."

The coyote seized up, eyes rolling into the back of its head as it collapsed on the floor, shaking before it went still and was truly dead. There was a brief pause of confusion, then a blast of air rocked Trevor backwards, and he coughed, landing on his bottom.

Protesting, Trevor seemed to understand that he had not been called into his boss's office so he could get a promotion. Silas watched, intrigued with the whole thing as over a period of hours, Trevor spasmed in pain on the floor, moaning and going progressively more insane before he died. The man that stood up had blue hair and scaly-looking blue streaks along his hands and face, his eyes gone stony and cobalt. Illyria straigtened his tie and glasses, then spoke to Silas. "I will find them, and then you will give me what you promised."

"That I will, Old One."

The blue on Trevor disappeared and was replaced with his old appearance. Illyria brushed himself off and left the room, the building. Silas pressed the intercom, peering at the dead coyote on his floor.

"Loretta, send up Janitorial, and find me a new case manager."

"Yes, sir. By the way, your six o'clock cancelled for tomorrow, and I taped American Idol for you like you asked."

"You're a peach, Loretta."

Silas steepled his fingers and looked thoughtfully out the windows. Revenge for his father's death would be easy; once he'd found Angel and his friends, he'd merely use the delightful little documents he held in his possession to bring them to Wolfram and Hart. Then... well then the real fun would begin.

The mopy little spirit that wandered the halls of his building and looked morosely into the laboratory was back in his office.

"Wesley, you look awful. Can't you get any sleep?"

"If only you'd let me rest..."

"You know, I was thinking about saving this little chestnut for later, but what the hell, you could use a pick-me-up. Did you know that Winifred Burkle has returned to this plane? More than that, she's alive these days, I hear." Silas' smile was wide and cruel.

Contrary to what Silas had hoped the reaction to be- grief, self-loathing, hatred - Wesley actually perked up and smiled, he straightened his glasses, his entire figure seemed to brighten. Silas scowled.

"Is she? Well... Well." Wesley looked out the window at the sun in the sky. "Well, then, I suppose the world is brighter today."

"Don't expect it to last too long."

"You don't know her. Fred is far stronger and braver than you will ever know."

Silas moved to stand beside Wesley looking out the window, and gestured to where the Old One was walking briskly through the courtyard. "Even the most powerful of creatures can be tamed, Mr. Pryce."

Wesley's face flickered with understanding, but he said nothing, only crossed his arms and peered out the window. Finally, he spoke. "How?"

"Your contracts. Most every employee of Wolfram and Hart signs a contract when they're hired; usually the less important employees don't get the little bit of fine print that requires you to tie your spirit to the Wolfram and Hart offices. Hence why you are here, and why the Old One felt memories and feelings of Winifred Burkle. She wasn't destroyed, like she should have been; she was torn apart and scattered." Silas watched Wesley out of the corner of his eye.

"Always a loophole..."

Silas was quiet for a time, then an idea clicked in his mind and he smiled. "Loopholes are all well and good, Mr. Pryce. But this is a law firm, we specialise in ironing out the loopholes, which we've managed to do with the contracts of your friends. You may already be trapped here, but I have different fates in mind for them."

Wesley stiffened, and Silas smiled. The seeds had been planted, now he had only two things left to do before the finale: set his traps, and wait.


	7. B and E Aquarium

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

Spike tucked his hands behind his head while he napped the following day. His mind was pleasantly clouded with half-sleep; half-thoughts and half-dreams flittered between his ears like a game of ping-pong.

_Chasing a long-haired girl through a dark field, the waxing moon hanging above them. "Who are you?" He called._

_"Come and find me!" Giggling, a rabbit that was half his size went bounding between them in the mist of his dream._

_Running, running, running through a forest in the mist, catching glimpses of her as she flitted behind trees and peeked at him from her positions. "C'mon out, you saucy little minx!" He thought it might be Drusilla; this certainly seemed like something she'd do, and the face sort of looked like her, but it was hard to tell. So he followed her until she came from behind and wrapped her arms around his middle, hugging tight._

_"Worth saving..."_

Spike's eyes popped open, and he sat up quickly in bed. He glanced around the room, as if perhaps he had been caught doing something particularly naughty.

Spike made his way into the bathroom and looked in the mirror, and when nothing stared back he wondered what he had been expecting to see.

Only one person had ever outright informed him that he was worth being around, and with this little inkling burrowing into the back of his mind, Spike chewed his lower lip in thought.

* * *

The first place Illyria found was the remains of a club called 'Caritas'. It was abandoned, in disrepair, and the inside was in shambles. She kicked around the debris on the inside, shattered glasses and broken bottles, before working her way into the back room.

She'd ended up here by asking around at Wolfram and Hart. Some people who had worked for Angel were still employed there, and some of them were demons. One in particular, an Ano-Movic demon who worked in Accounting, Illyria thought his name had been Lloyd, informed her that Caritas had been a club that Angel and his friends once-upon-a-time had frequented, and to please let go of his neck because he kind of needed that to breathe, thanks very much.

So there she was, and there they weren't. She tore apart what was left of the back room, and found, amongst the charred and ruined remains, a business card.

"Angel Investigations," She read aloud.

Perhaps she would allow Lloyd to live after all.

* * *

The war had been waging for an uncountable amount of time now. Suspicious glances and subtle, quiet decisions, as if perhaps the other wouldn't notice when the first made their move. It was dangerous, this game they played, one false move and everything would fall apart.

"Your move, pet."

Spike's voice was quiet, husky and calculated. Fred clasped her hands in front of herself and looked him over, then down, up at him, down again- wait, there. Her move, perfect, she'd found it. Fred reached out a hand...

Tick, tick.

"Gotcha, king me."

"Bloody hell."

Angel looked on from the counter; Fred and Spike had been deeply engrossed in their game of checkers for around forty-five minutes, each move was carefully thought about before they made any motion.

However, with that final move she had turned the tides against him, two of his pieces were dragged over to her side, and her little plastic red chip gained another one on top of it.

Spike ran a hand over his mouth, and Fred crossed her arms, looking smug. "If you give up now, it'll be less painful for you."

"No! Not giving up, nope, not happening." Spike crossed his arms over his chest and peered down at the board; he really had no moves left.

Before he COULD make a move, the front door of the hotel opened, and Fred turned around in her seat at the front desk. In came a woman wearing a skirt and buttoned suit jacket. She caught sight of Angel and scuttled towards him, her heels clicking on the floor.

"Good afternoon, Mister... Angel, is it?"

"Uh, yes, what can I do for you?"

She held a piece of paper out towards him. "This is a request for you and your coworkers, to report to Wolfram and Hart's Los Angeles offices to handle a small problem with your contracts. The CEO would like to deal with it personally."

Angel peered at the paper, and then took it, reading over it. "Seriously?"

"Quite serious, sir. There are no hard feelings at Wolfram and Hart, in fact, many of us were quite pleased to be rid of both you and The Circle of Black Thorn. The number is on the bottom for you to schedule an appointment, but I must be going, I have other things to attend to." She bowed her head in a little nod to Angel, then turned on her heel and clicked out of the building.

Spike and Fred looked at each other, then abandoned their game and went to peek over Angel's shoulder at the letter. Angel's face twisted into a comical little expression of confusion, disbelief, and mild indigestion.

The letter read:

_Dear Angel Investigations staff,_

_I apologise for the suddenness of my contacting you, what with your inexplicable and unecessary hiding from us. Would you believe we weren't even looking for you? Anyway, I would like to arrange a meeting with you to handle a mix-up with your contracts. You see, you can't just leave Wolfram and Hart, it just doesn't work that way, I'm afraid. But never fear, we just need you all to come in so that we can officially settle the contracts and fire you correctly, and it won't take very long, I promise you._

_Silas Vail Esq.  
CEO of Wolfram and Hart's Los Angeles Branch_

There was a pause, and Angel read through the letter again. "We got fired?"

"They weren't looking for us? Hell, I never signed a bloody contract!"

Fred rolled her eyes. "Well, the rest of us did."

"Fired? Seriously, they're firing us?"

"Yes, Angel, they fired us. Vail... Silas Vail, isn't that the sorcerer guy that Wesley was sent to kill, Angel?" Fred took the letter from Angel's still perplexed hands and looked it over.

"No, that was Cyvus Vail... Think they're related?"

Fred shrugged. "Maybe. Think this is trustworthy?"

"Doubt it," Spike tapped the paper from his spot beside Fred. "I wouldn't trust them if they were the last people on Earth."

Angel ignored Spike, and faced Fred. "What do you think, should we go? I don't like the idea of ignoring something with those contracts, I mean I read mine but we might have missed something that could seriously mess with any of us."

Fred nodded. "I think we should, you're right, there's too much of a risk to just ignore it. But I think we should go prepared."

"Right, I'm going to go find Lorne and Gunn, see what they think on the matter."

Spike pouted. "Don't you need to hear my say?"

"You didn't sign a contract, remember?" Angel smirked, and disappeared down the hallway.

Spike scowled after him. "Ponce."

"Don't be too hard on him, Spike. He means well."

"Pff. Yeah, means to be a pain in my arse."

Fred smiled, and peered down at the board game. "I don't know what the root is of the whole 'I hate you', 'I can hate you more', 'Bugger that, I bet I can hate you even more', game. I can only assume what fueled the grump you've got going on, and you know what happens when people assume."

Fred mocking his accent nearly drove him to indignation, but her impish little smile washed that away fairly quick. "Yeah, I know. When you assume, you make an arse of 'U' and me."

After a moment they settled back into their game, and Fred smiled. "But you know what I've noticed... You two have been getting along better lately."

"Have not."

"Have too; when you bicker with each other, you're not nearly as bloodthirsty as you used to be." Fred placed one of his kidnapped chips onto the one he'd just gotten into her back row, and slid one of her red pieces towards a corner edge.

Spike didn't answer, but he seemed to be mulling over her previous statement, about his and Angel's dislike of each other. Fred had noticed that when Spike got very thoughtful, he got this very intense look in his eyes that made her legs feel a little wiggly. Time seemed to float by; they played several games of checkers and then a few rounds of Twenty Questions, ( "Is it Lorne?" "Lorne's not lime green, he's more of a forest-y kind of a color." "Well pardon me, Miss Technicality." ) but as the day waned and Angel still had not returned, silence crept in through the hotel.

Spike had that intense look on his face again, and Fred couldn't help but peer at him with little side-long glances. Though after a time it seemed he had caught her, for he suddenly looked at her, and Fred's ears turned red as she smiled, attempting nonchalance.

"Let's go someplace," Spike piped up.

"Where?"

"I dunno, where you wanna go?"

Fred seemed quite stumped by this, so she paused to think. "You think the aquarium is closed yet? I kept meaning to go there, but I kept forgetting..."

"Right, let's go, pigeon." Spike hauled her to her feet and strode towards the door, hands stuffed in his duster pockets.

Fred blinked, then hurriedly slid her feet into her shoes and rushed to catch up. "Wait, we're going now? But I'm pretty sure it's closed... Spike?"

Fred was completely positive that Spike had turned over a new leaf, once upon a time, and become a true-blue good-guy. Sure, he was no Angel, but he definitely wasn't what he'd once been.

However, Fred found that his feelings towards breaking and entering were... Well fairly nonexistent. He shushed her protests that they should really not be here at eight o'clock at night, as it was closed and if they got caught they'd be arrested. He ignored her, and scaled the wall to the roof, disappearing until all she could see was his sleek white head bobbing around on the side of the building. Finally it too vanished at the top, like a candle had been snuffed out.

She leaned against the building for what seemed like quite a long time, but might have only been a few minutes. In those moments, Fred cupped her chin in her hand and pondered the events leading up to this particular moment in her life.

Trapped in a hell dimension, subsequent rescue and time in crazyland, falling in love, falling out of love, Wolfram and Hart, falling in love again, dying, and resurrection. (Had it been resurrection, now that she thought about it, or was it just revival? She'd have to look up the difference.) Here she was, now, standing outside of the Los Angeles Aquarium while a vampire picked the locks to allow them entrance.

Life takes you funny places.

Her reverie was interrupted by the maintenance door opening off to the side, and out popped Spike's head.

"In here, stay quiet though, they got guards watching cameras, I think."

She scuttled in after him. "I really don't think this is a good idea, we're going to get caught..."

He led her down a short hallway, up a flight of stairs and through another door, until they came out onto a grated crosswalk over two massive tanks. The crosswalk led over the tanks, with one door directly ahead of them, and another off to one side. Beneath them, floating in thousands of gallons of water, sea turtles swam. Among them, large schools of drowsy, exotic fish and several sting rays gathered in the remains of a sunken ship.

In the darkness, they were illuminated by iridescent blue, melting and dancing across their faces in ocean waves. Spike took her hand again and led her off through the steel door ahead of them, and brought her down another flight of stairs, timing their movements to avoid the security camera's rotation.

She felt terribly naughty, skirting the very edges of propriety and sneaking into, of all places, an aquarium. She was reminded of sneaking around outside her high school in her senior year; giggly fumblings along the wall, sloppy adolescent kissing and fondling in the pitch-dark. In her mind, she hummed the 'Mission: Impossible' theme song and ducked along the hallways with Spike until they reached the main exhibits.

The fish were awake in the dim lighting, or at least she thought they were, Fred didn't know what fish looked like when they slept. Mostly, the torpedo-like forms floated through the water with weighted speed. They back-tracked until they came upon a viewing room.

It was covered entirely in black velvet to the floor, and it traveled around the ovular walls up into the dome of the building. This made the room inky black, lit only by the door they had come in through, and the great curved panes of glass which held sea turtles and fish on one side, a pair of Orca on the other. In the center of the room were several long wooden benches, and Fred sat quietly on one side of it; Spike slid in beside her.

"Spike. Why are we here?"

"Y'did say aquarium, right?"

She smiled. "I did, but I didn't expect right then... I'm glad though, this is really beautiful."

Fred lifted her feet and spun around on the bench to look over at the sea turtles, who flowed alongside brightly colored fish all colors and shades of the rainbow. The water reflected blue on everything in the room that was not dark, making wavy patterns across their skin, and the occasional flicker as the animals caused shadows to float across their faces. During working hours, Fred imagined that tinkling, chiming music would play through this room, music that sang of old libraries and warm fireplaces.

As if on cue, the two Orca let out their own haunting, echoing song. She leaned back in the bench and listened, eyes closed, and Spike shifted beside her.

"Y'know, y'look a peach in blue."

Fred's eyes popped open. "Hmm?"

"When y'had 'Lyria in you, your skin turned all blotchy blue and veiny, and... Y'didn't look right. Wasn't you. Now you've got the reflection." Spike gestured with one finger, and gently prodded her nose. "You look beautiful."

They were sitting awfully close, and suddenly the rest of the world didn't exist. Just them, this dark room, and the distant ocean that surrounded them, a whale's call echoed of ancient times and stories both told and as of yet to be told.

They didn't kiss, but they did press their foreheads together, blue eyes melting into brown wide with wonder. His hand laced with hers on the bench and they sat like that for some time.

Fred remembered, quite suddenly, a conversation she'd had with her mama once. She'd been fifteen, going into high school, and her mother had followed her around the house all morning talking to her about the birds and the bees.

_"Freddi, darlin', y'gotta understand-"_

_"I know, mama, I know! Sex is the most intimate thing y'can do with a person, an' it's gotta be treated with respect. I know, mama, I'm not stupid." Hands on her hips, hair in a high ponytail, and with a look of trepidation and indignation that only teenagers have managed to perfect._

_Her mother had taken her hand and smiled, corners of her eyes crinkling. "Honey, there are things so much more intimate than sex. Someday you'll know that. I just want you to be careful."_

Fred hadn't understood then, but she thought she did now. The way they were just looking at each other... Then he moved a little, and their lips brushed against each other, and she felt a shiver of electricity jolt up and down her spine.

"Spike... I'm sorry, I-I can't."

The spell broke and though they sat close together, he frowned. "M'sorry, I shouldn't've, awh fuck..."

He turned to glare at the Orca, and his brow furrowed. Love's bitch, that was it, no, no, love's puppy, kicked and tossed around until it was scared to death of its own shadow. Cecily, his mother, Drusilla, Buffy, and now Fred, who had so truthfully and honestly believed in him, from the very start, whose smile and laughter made him warm inside and whose skin and smell made horribly uncouth things happen to his brain and nether-regions.

"Yet" Was the only word spoken.

"I can't yet, Spike. I'm so sorry. I feel... I feel. I do. But I can't, yet, Wesley's still in my head. Please, understand. I'm not ready, and I know it's selfish of me to ask you to wait..."

Spike lifted his head, quite simply startled. That... was not the usual answer he received. Just to wait until she was ready? Shit, he could do that. How the hell long had he waited for Buffy?

In the oceanic gloom, Spike lifted a hand and put it on her shoulder. "Pigeon, I'd always wait for you, I think."


	8. Zombies

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

* * *

The makeshift barricade wouldn't last for long, Fred knew this. She'd slammed the heavy desk against the bookcase, and was hunched beneath it, trapped. She began pulling books off the bottom shelf, knowing that there might be safety on the other side of the wall.

Okay, hoping. Hoping was a better phrase. What if they were on the other side too?

Too late, no time. She pumped the shotgun and blew a hole in the wall, then pulled the shortsword, and began hacking away, widening the hole. She'd learned how to be resourceful in Pylea, and if there had ever been a time she was grateful for that, it was now. The desk was getting nudged away, pulled away from her, then...

Made it; she squeezed through the hole as black-clad hands, groping and unnaturally strong, reached for her.

Zombies. Why did it have to be zombies?

**_Twelve Hours Previously_**

Lorne was aware that something was amiss.

In the week and a half since Angel received the letter from Wolfram and Hart, the Hyperion had gotten... quiet.

Well, not exactly quiet, because Angel still showed up most days with monster heads dripping viscous fluid onto the floor for Fred to analyze. She'd set up a miniature lab in the library, with two big revolving chalkboards and instruments that Lorne had had to refer to as 'thingamabobs' and 'death rays'. Sure, Charles and Angel still hung around in the lobby and patrolled the streets, and Spike still bickered with Angel before slinking off to the bottom of a whiskey bottle, and Fred still played Sudoku and came in with bags of takeout for the lot of them.

But something was definitely amiss, and it hadn't taken Ana-gogic powers to figure out what.

Spike and Fred had gone and had a talk, he figured, and now she was freaking out like a conflicted teenager, and he was brooding to near Angel extremes.

Gods, but did Lorne love emotions, sometimes they made him feel the way Fred must feel with all her equations. Though, rather than her mathematical problem-solving, he enjoyed problem-solving of the heart.

And he had a feeling that this would end well.

Angel hated lawyers. He'd decided this long ago, but on the day they were scheduled to go to Wolfram and Hart, he felt he had to reiterate that fact.

"I hate lawyers."

"Fifth time, big guy, we know you do." Gunn sighed, closing the file on several supposed Manticore attacks just outside LA.

They had been forced to wait a week and a half before their meeting with Silas Vail, as he was apparently a very busy man. During the wait, Angel either prowled the streets or paced in his office, thinking.

Frankly, Fred felt as if he was OVER-thinking the whole ordeal. She had no love for Wolfram and Hart, quite the opposite, really, but they were a law firm, first and foremost. They were the epitome of bureaucracy, albeit a demonic one. She figured that if they knew where Angel Investigations was stationed, why didn't they just sneak attack and slaughter them? Wolfram and Hart had the resources to do that, so why formally request all of them to go to the offices?

Though, Angel couldn't seem to let it be what everyone else felt it was, though, so Fred decided, the afternoon before the scheduled meeting, to cheer her dear friend up a bit.

She warmed up some blood in his favorite mug, snatched 'The Princess Bride' from her movie collection, made a pitstop in the kitchen for a bowl of popcorn, and balancing all this made her way to Angel's room. He answered after a few knocks, and Fred held up her booty.

"Fred?"

"Movie night, Angel. We just plain haven't bonded since I came back, and I know a big ol' vampire who secretly has a mancrush on Cary Elwes!" She wagged the movie case in front of him and, after a beat, Angel's face cracked into a sheepish smile.

_

* * *

_

_"I donna suppose you could speed things up?"_

_"If you're in such a hurry, you could lower a rope or a tree branch, or find something useful to do!"_

_"I could do that. I have some rope up here, but I do not think you would accept my help, since I am only waiting around to kill you."_

_"That does put a damper on our relationship."  
_  
"So, you're worried it'll be a trap, or we'll walk in and we'll all suddenly implode in on ourselves?"

"In more words, but... yeah. Just a bad feeling, you know?"

Fred nodded, and peered onscreen as Inigo Montoya and Westley made friends, and then tried to kill each other. She and Angel were splayed on the floor in front of Angel's television, vaguely watching the film and chatting simultaneously.

"Well... If it were me, I'd try and relax, you know? Do some problem solving in my head, maybe write a few theorems to clear out my brain a little bit. I don't think there's one of us who actually trusts Wolfram and Hart, but it's not like we're going in unarmed." Fred tossed a few kernels of popcorn into her mouth, chewing thoughtfully.

"Yeah... Thanks for coming up here with the movie, by the way. I'm feeling less worried about it. We'll go in armed, you know, inconspicuously, and just be really careful."

"And read the fine print."

"And read the fine print, right."

They sat in companionable silence, though at one point Fred sat up straighter and shouted 'INCONCEIVABLE!' so loud that it made Angel jump, and she was consumed by giggled throughout the entire wedding scene. Even Angel snorted into his hand then.

By movie's end, both felt considerably better about their respective situations.

* * *

"So... How do I look? Fetching? Inconspicuous and all that?"

"Can't see a thing, Rambo, open your coat."

Spike did so, and Lorne whistled. Various daggers, stakes, and other small weaponry were strapped to the inside of Spike's duster. Lorne had no doubt that there were also stakes hidden up his sleeves.

They had all somehow found a way to conceal some form of weaponry on their persons. Spike and Angel were the most heavily armed, being the two that often wore concealing clothing. Gunn had managed to strap in a pair of stakes under his sleeves, and a dagger into the lining of his coat. Lorne did a similar feat, but it had been Fred who shocked them all when, after bounding down the stairs in nothing but a flowery little blouse and lavender skirt that reached below her knees, appeared to have no defense at all.

"That's what you'd think, but see, this is why we ladies have an easier time of weapon concealment." She grinned and lifted her skirt to reveal a pair of shorts underneath, a shortsword and short-barreled shotgun strapped to her thighs. It took the others several moments to realise that the decorative leather piece that held her hair up was clasped with a wooden pin. The pin was decorated with flowers on one end, but was unusually sharp on the other end.

"Y'think they'll check us?" Gunn peered at Fred's skirt as she smoothed it down.

"Most likely, but even if they take all the semi-obvious stuff, we've all still got a stake or dagger hidden pretty well. Worst case scenario, if it's trouble, we've got each other."

"Touching sentiment, peaches."

The corners of Angel's lips twitched in a smirk. Armed and ready, the group made their way out of the Hyperion, and into the Los Angeles dusk.

* * *

The first steps into Wolfram and Hart ellicited nothing but a bored look from the secretary, and a little hat-tip from a few security guards. A singular man in a tweed coat and glasses walked briskly past them, and scratched the back of his head. When they stepped farther into the lobby, however, everything went to hell.

Or, at least they did. The secretary and security guards didn't notice when the tweed-wearing man turned towards them, smiled, and turned blue.

Then red fiery runes burned into the floor, and the lobby dematerialised, and Spike found himself in the basement.

Always the fucking basement of this place. He grunted, climbing to his feet. The Wolfram and Hart basement often reeked of death and decay, mothballs, and, more often than not, fresh blood. But today the reek of death was new.

Well no, not quite 'new'; it was more 'I've been rotting in a grave for several months', than 'new'. But that particular scent was new for the W&H basement. Usually the death smell had that pungency of being in the open air.

This was a graveyard smell.

He jogged down the corridor, past where he'd met the glass-woman and the bloke chopping his fingers off, seemingly so long ago. They were long gone, now, and Spike turned down the hall and hurried past several storage spaces. The reek, however, grew stronger as he progressed.

"Bloody maze. Elevator, stairs... Where'd they put those things again?" Really, he'd been here how many times before? Grumbling, he turned a corner, and balked.

The people before him wore black bodysuits, gloves and boots. Their heads were covered by black cloth hoods, but to Spike the smell became suddenly unmistakable. These men were dead, long dead.

And it was in that moment that Spike realised several things about this new CEO of Wolfram and Hart.

Silas Vail was not pleased with their murder of his father. He was also, more probably than not, a necromancer.

There was a female scream from somewhere in the building.

He had split them up.


	9. Ghosts

**Biiiiiiig thanks to Sockmonkeyhere for being my beta. Love ya!**

**Blah blah, I don't own any of the characters. ('Cept for Simon, Karen, Shannon, and Rob.)**

**-Clocky**

Zombies are, thankfully, notoriously sluggish creatures. While their strength often depends on the strength of whoever is animating them, once death occurs, cells cease regeneration. Much like the more geriatric aged citizens of Florida, they tend to shuffle about almost wearily, but with the added bonus of not complaining about their children never calling them.

To make up for this severe lacking in movement, they are gifted with no real physical or emotional feeling, extraordinary endurance, tenacity, and more often than not: strength.

Thankfully, while they are difficult to kill, it is not impossible. Usually, a good solid head-bashing will successfully destroy any zombie one might come face-to-face with. Due to decomposition, this can be a fairly simple task that relies more on aim than anything else.

Spike was glad he had the aim he did.

He'd knocked back a few of them, then tore off the railing of the stairs, rewarding him with a good four-foot long pipe.

Spike made a dash for one of the zombies, who made a gurgling sound behind its mask, and then swung his new weapon.

The head went flying off the monster's shoulders, and the body crumpled to the floor.

Spike sniffed, and grinned. "Batter up."

* * *

Fred peered around the corner, and nodded, all clear. The building seemed abandoned, there wasn't a worker to be seen, for which she was actually glad. Unless the bad guys were invisible, or perhaps they were releasing a deadly toxin into the air as she ran through the hallways. Fred tried to limit her breathing.

She made her way down the hall and, on a whim, entered one of the offices. It was spotless, except the room reeked, and Fred had been hanging around vampires enough to recognize the smell as rot. She walked over and peered under the desk. Nothing. Nothing dead or decaying.

_Shhff-tmp.  
_  
Fred dropped beneath the desk, and peered out through the hole which computer wires were fed were six - no, seven - men mere feet away from her. All of them smelling terrible and shuffling about, looking intently at the desk.

She took several seconds to assess the situation, find the most probable solution, and make the decision to roll with it. Her escape route was blocked, and no doubt there were more of them in the hallway, so for a small woman of her build, her reaction was extraordinarily justified.

Fred pulled the shotgun from her hip and jumped up from behind the desk, letting off a shot in the direction of one of the zombies. The shot hit one, but she failed to make a killshot and the creature merely looked somewhat annoyed, if even that. Winifred had, alas, failed to factor in that the noise from the gun might attract more of these fellows looking for a meal, and more were popping their heads into the office to locate their dinner-on-legs.

She grabbed the edges of the desk and pulled herself against the bookcase behind her, and knew the barricade wouldn't last. She needed a plan, she needed a process, a theorem- No, no time. No time to think.

She pumped the shotgun and blew a hole in the wall, then pulled the shortsword, and began hacking away, widening the hole. She'd learned how to be resourceful in Pylea, and if there had ever been a time she was grateful for that, it was now. The desk was getting nudged away, pulled away from her, then...

Made it; she squeezed through the hole as black-clad hands, groping and unnaturally strong, reached for her.

The next room was clear, and she bolted for the door, halted, and pressed her ear against it.

Silence outside, but the scrabbling to get at her from the other end of the room was certainly growing louder. Out the door, into the hall, down three flights of stairs until she had entered what had once been her laboratory.

And Fred let out a panicked shriek at the person she saw standing in her ex-office.

"Fred? What are you doing here?"

"_Wesley_."

* * *

While Fred nearly fainted and Spike was playing baseball with heads, Angel was mentally kicking himself for having grown complacent.

"I should have-_grunt_-seen this coming!"

The zombies weren't so much of a problem, they went down easily enough with a well-placed stab, but he really didn't like that things had unraveled so much, so fast. But dammit-all, he'd let them get separated.

When the last of the horde had crumpled into twitching corpses rather than walking ones, Angel stalked his way through the lobby and slammed open the door to what had once been his office.

"Angel, so glad you could come in! I was worried you weren't going to show."

"Silas Vail, is it?"

"Mmhm."

"Good, didn't want to go stabbing the wrong person." Angel hefted up his shortsword and went to move towards the oddly complacent CEO, when the demon pulled out a stack of files.

"I wouldn't, actually, if I were you. See these little papers here?" Silas thumbed through them. "These are your contracts, and so long as they are in my possession... I own you and your little pals."

"Yeah, I really don't care. I don't feel like putting up with any lawyers today; so why don't you quit hiding behind your paperwork?"

Silas snickered. "You really think all my father left me was paperwork? He taught me just about everything he knew."

Angel considered himself a patient man, he tried to be, anyway. This day, however, really had not panned out how he had liked it, and while he should have seen it coming, he would put up with that mental baggage later.

Right now, he was very frustrated, and there was a perfectly good, smug little punching bag right in front of him.

* * *

He'd really thought she was going to pass out, but his heart had broken when instead of understanding, she had tried to hug him.

Fred passed right through him, and he looked at her tiredly. "Fred... we have to talk."

"I signed my soul away in that contract, and now I'm trapped here until the contract is destroyed. We really do not have as much time as I would like to talk, because there are so many things I want to say to you..." Wesley looked at the clock.

"Time? Wesley what's going on? How can I... Maybe I can do what I did with Pavayne, the machine- I still have my notes, we can find another power source..."

If he could have, Wesley would have taken hold of her shoulders. "Winifred, Fred. I'm not supposed to be here. I'm dead. Please."

Fred looked him over; he was haggard, worn, and truly looked out of place. His face was full of conflict, and she wished that what he was saying wasn't true, because there were so many things they hadn't said and done and laughed about. But he was right; he didn't belong on the earth anymore.

"Tell me what we have to do."

"The contracts we all signed; it's why your soul stayed on earth after Illyria took your body, it's why I'm still here. We signed our souls over to Wolfram and Hart, and if you're here now, that means Angel is confronting Silas right now, and Illyria is in the building somewhere, picking you all off one-by-one." Wesley lifted his glasses from his face and stuffed them in his coat pocket, lines creasing his face.

"As the CEO, Silas is the only one who can change the contracts, but if he is down there facing Angel right now as I suspect he is, then he'll do everything possible to make you all suffer, even if he dies. We have to tell Angel not to kill him; if he does, then it's very possible Wolfram and Hart will own your souls and mine forever."

Fred gaped. "Ultimate revenge... Wesley, you go find Angel and warn him, I'll find Spike, Charles, and Lorne and meet you wherever they are."

"I'm not leaving you alone."

"Wesley, you're very gallant, and it means a lot that you want to protect me, but you're currently incapable of touching anything. With or without you, I'm in danger." Fred reached out and fit her fingers through his hand, looking pained as he had never seen her.

"Fine... Meet me in the main lobby, and be careful."

"I will, I promise."

He took off through the floor, disappearing beneath her feet, and Fred dashed to the laboratory doors. Before she could open them, however, they burst open, and Fred ran full-pelt into someone's chest. She looked up into eyes that were clear as water and blue like day.

"Fancy seeing you here, pigeon. You alright?"


	10. and Old Gods, oh my!

**WELL it has been a while, hasn't it? Just one more chapter after this, ladies and 'gents!**

* * *

"Spike! I'm so glad I found you! Are you alright, is that slime on your jacket?"

"Eh? Bit of Zombie, don't worry about it, where's Angel and the others?" Spike grasped her hand and pulled her up to his level, keeping a hand safely at her elbow.

"That's who we're going to find right now, I just saw _Wesley_!"

"Percy? What- but isn't he-" Spike's heart slumped in his chest, but he quickly shoved it into a corner, now was simply not the time for that.

"Yes, he is, he's a ghost, but he's trapped here- oh I'll fill you in on the way, we need to find Lorne and Charles, come on." She grabbed his hand and dragged him out into the hallway, pulling him down the corridor and chattering all the way.

And while Spike listened intently, he couldn't hide a little seed of happiness in the way her fingers curled around his.

* * *

Angel landed with a crack against the pine desk on the other end of the room, sending papers flying. With some effort, he lifted his head and made his way into sitting position. He was having a terrible day with judging things, especially Silas' strength. He had seemed thin and weak, but somehow he had matched Angel in force, and the Vampire was now paying for his lack of foresight. He should have known a Sorcerer would have some way of enhancing his strength, and his dilemma now was to find the source, and destroy it.

Or at the very least, find a weakness.

His eyes met Silas', and the Demon held up a hand, a glitter of Angel's own blood on his fingers, and with a calculated gesture, licked the red fluid from his hand.

"Your guilt is delicious," he grinned.

Angel snarled, his facing going full-on Vamp mode. "Time to even the playing field..." With a roar, he gripped the hilt of the shortsword inside his coat and lunged at Silas, swinging the blade with impossible speed to slice into the flesh of the Demon's upheld hand. There was a sickeningly wet _thuck _as the hand hit the floor, leaving a spouting stump of an arm in it's place.

Silas shrieked in pain and rage, staggering backward and clutching the stump of his hand. Angel spun the sword in his hand, unable to contain a smirk.

"You'll pay for that,"

"Prove it."

* * *

Illyria was starting to dislike this body. Not that it wasn't useful, but it had served it's purpose, and the Old One found she did not feel quite comfortable using the human male form. Though she had been trying a few things and she thought maybe she could make some alterations... It did not yet matter, because her plans would shortly come to fruition. Instead, she turned her eyes to her reward for handing over Angel.

A body.

She ran a hand that was not hers over the new body that Silas had crafted for her; a series of humanoid parts connected with mechanics, with such vague features as she could mold it however she pleased. A body that, while it would never replace her true form, would be hers and hers alone, and not plagued with memories and lost thoughts. It would not decompose should she exit it's containment, and her head cocked to the side as she admired it's circuitry. Vail had done well, at least in this aspect of her own endeavors.

Silas Vail... Cocky, foolhardy, filled with too much of a rush for vengeance and not enough patience. He was not worthy of the power he weilded.

And Illyria was decided, once she finished with Angel and the others, she would take what she desired.

Slowly, undulating, Illyria slipped from the body of Trevor and entered the bionic one, her traditional garb melting over it's body and covering any loose circuitry that was visible. It's face became heavily angled, exotic and ancient looking, like something from the hieroglyphic figures in Egypt.

When she was pleased, she stood and took her leave from the room.

Angel was pleased to see that his day was taking a turn for the better. One-handed, Silas could not block Angel's swings as easily, and it hadn't taken long then for Angel to get Silas on the ropes.

Silas' strength may have matched his, but his experience was nothing compared to Angel's.

They traded blows, bruises bloomed on red and pink skin, blood fell to the floor and mingled with the severed hand that lay forgotten on the carpet. Furniture was crushed underneath bodies and stuffing went flying from a misguided sword swipe. Eyebrows were singed from barely missed fireballs.

Fireballs?

He had only one hand, but that one hand was now full of fire, and it was lunging at Angel, who quickly ducked and barreled his shoulder into Silas' stomach. The Demon let out a wheeze as he lost all the air in his lungs, and the fire on his fingers fizzled into oblivion. Silas landed on the floor, wheezing against the wall, with Angel's sword-tip pressed against his jugular.

And then... Silas was making a bizarre noise, and Angel couldn't figure it out until he realised the gurgling, wheezing noise was laughter. Silas was laughing.

"Do it, do it now. Kill me, I'd love to see you try."

Bloodstained teeth shone through his lips, and Angel moved to slice open Silas' neck when-

"Angel, _stop_! Don't kill him!"

From the floor beneath Silas' shins popped Wesley, who stood with Angel's sword sticking through where his liver should be.

Angel gaped, and could really only blink.

"Wesley! Don't you _dare_!"

The ghost spun around. "You're not in charge of me any longer, Vail." he spun around again to face Angel. "Angel, he's the only one who can alter the contracts and free you from Wolfram and Hart, if you kill him, you'll be stuck, forever, like I am."

"Wesley- what?"

Wesley stared the confused Vampire down. "Your souls, all of our souls, are tied to Wolfram and Hart via the contracts we signed. You kill him, you'll never be able to alter them, you'll all be stuck here upon your deaths, like I am."

Postponing his initial shock at Wesley standing in front of him, Angel looked around his ghostly friend to look at Silas, who was still breathing in shaky breathes and scowling.

Suddenly, everything clicked into place. The whole fight, everything, had been one big attempt at revenge, stranding all of them in this office for eternity... The ultimate last laugh.

* * *

They'd found both Lorne and Charles locked in a broom closet on the fourth floor, bickering with each other and trying to open the door. Fred hastily explained the situation to the two of them while they dashed up stairways and sprinted down hallways on their way to the main lobby.

"Wes is here? As in _here_ here? He's been here this whole time?"

"Yes! It's awful, and if we don't get up there soon, Angel's gonna kill Silas and all our souls will be stuck here, forever! Well," she added, breathless. "Except Spike."

"Lucky you, Spike, what're you sticking around for?"

Spike grunted at Gunn. "This kind of group is hard to come by, Charlie-boy. I don't get to make fun of my grand-sire on a daily basis in anybody else's company."

Lorne chuckled. "What he's really saying, is that he loves us."

"Yeah, well- shit!"

They had turned a corner, and standing there was what appeared to be an Egyptian woman with blue-tinged skin wearing Illyria's catsuit. They stopped dead in their tracks.

"Spike, Burkle, Gunn, Green one. We have... things to discuss."

* * *

"It's why I'm still here, why Fred didn't die. They're on their way up here, right now."

Angel lowered his sword, but kept it trained on Silas' other wrist, just in case. "What do we do now, then?"

"Just... don't let him die."

Angel's face turned slightly worried, and he glanced down at the slowly oozing stump of an arm. "Right."

Swiftly, he pulled off his belt and turned it into a tourniquet, slowing the bloodflow in Silas' arm. He pulled off his jacket and shredded it, wrapping parts of it around Silas' stump to try and bandage it.

He'd lost a lot of blood, Angel could hear the slowed heartbeat in the Demon's chest and moved him to sit in the still-intact office chair, binding his arms to the sides of it with several shreds of his jacket.

While Angel gathered the scattered contracts from where they had landed when his back crushed the desk, Silas started laughing.

"There's nothing you can do, you know. I won't willingly change those, and you won't kill me in the hope that I'll change my mind. You're done, Angelus. You and your friends are finished."

"You'd better rethink that, or-"

"Or what?" Silas cackled. "You'll kill me?"

Angel went silent.

There was a lengthy moment of nothing but silence, except for Silas' joyful laughter. There really was nothing to be done.

But then the door opened, and in walked a woman that Angel had never seen before, but was quite clearly Illyria.

"Ah! The Old God, finally. It's about time."

Illyria peered around the room, and her eyes locked on Wesley for the briefest of moments, then turned to settle on Angel, who looked curious.

Silas strained weakly in his chair. "What are you waiting for? Either kill him or release me! I trust you took care of the other four?"

Illyria slowly made her way to the chair where Silas sat, eyes never leaving Angel, who watched her like a hawk as she made her way across the room. "They have been dealt with..." Angel's eyes darkened. "Though, it astounds me how someone like you could even think for one moment that I would listen to your orders."

Illyria placed the palm of her hand on the top of Silas' skull.

"_I AM A QUEEN_!" she bellowed, clutching his scalp with such force that his whole head began to shake.

Then suddenly, Illyria's body dropped to the floor, and Silas' body seized up, convulsing and shaking while _something_ happened to him on the inside. Then, as soon as it had started, it was over.

Silas' eyes turned blue, and his skin took on a purpleish blue tint, cobalt veins spiderwebbing across his skin and cheeks.

From the door, four head peeked in.

"Y'all okay in here?"

"Little Shiva do it yet?"

Angel blinked, Wesley's mouth dropped open, and Illyria broke the restraints that kept Silas' body to the chair, stepped over her own body, and pulled the contracts from Angel's grip.

"Give me a writing utensil." she held out her hand.

Something snapped in Angel's head. "Hold the hell up! Do you guys want to explain to me what.. what the fuck just happened?"

Fred blinked. "Wow, I've never heard Angel curse like that."

"It's been a rough day, alright?"

* * *

"Okay, so we know the contracts locked our souls to Wolfram and Hart."

Angel nodded, and Fred continued as Illyria scribbled away at the papers.

"It's written into our contracts that the only person who could let loose our souls from Wolfram and Hart would be the CEO, but no CEO was ever going to willingly sign our souls over to us. This was the problem that none of us had thought about- well, we hadn't really thought of any of it since we only just found all of this out today, so I'd say it's been a pretty productive evening, wouldn't you?"

Angel lifted a brow.

"Anyway, Illyria's been playing both sides of the field for weeks, as soon as she left my body she hooked up with Vail here, or, not here, sort of, I'm not really sure right now."

Lorne butted in. "When, secretly, she's been on our side this whole time."

"I am on no side, I merely chose the stronger ally."

"Sure, blue."

Charles went on with Fred's speech, continuing with what she'd been saying. "Anyway, we met up with Illyria in the hallway, and she explained that she had a plan to get our contracts fixed, and get herself a new fancy pair of shoes to walk around in." he pointed at the body that still lay beside the crushed desk. "So she took over Silas' body, making her the new CEO. Now, she's changing our papers and getting us our souls back in our posession."

Angel rubbed his forehead. "So... we owe Illyria, don't we?"

"Yes, you do indeed... owe me." Illyria paused in her writing to look out the window, where the sun was beginning to rise. "I no longer wish to take this world for my own. It is not an adequate kingdom, and many of your... advancements in technology make my auditory appendages shriek with rage and irritation. As do many of the humans. I wish to travel the planes. But I will need someone here, on this solid plane, to watch my vessel, and be certain it reaches no harm."

"I can't believe this..."

"There is nothing to believe. I speak only truth. That is what you owe me. Wesley; prepare yourself. I have finished with theirs, but I will sign yours, now."

Wes nodded. "Just... just give me a moment, will you?"

Illyria complied, setting down her pen for the moment.

He approached Charles first. "Charles I... I am so terribly sorry for what I did. I have no excuse."

"Hey, man, you know... If it had been me, I guess I would have done the same. You were freaked and... I don't blame you. It was good to see you, you know? One more time." Charles made a motion to clasp Wesley's hand, but it passed right through.

Wesley smiled sadly. "Thankyou."

He turned to Lorne and Spike. "Goodbye, Lorne, Spike."

"See ya, Percy."

"Have a good afterlife, Wes."

"Angel,"

The Vampire smiled. "Good luck, Wes."

He returned the smile. "Yes, thankyou."

Finally he turned to Fred, and stepped towards her to place his hands on her shoulders as best he could. "I-"

"No, Wesley... Just no." Fred lifted a hand to try and place it on Wesley's cheek, but her fingertips sunk into his temple and stayed there. "You'll always be here, you're never going to be really gone, you know. I know that, anyway. You stayed with me, Wesley, when I was dying. I'll never, ever forget that." tears welled up in her eyes and Fred smiled at him as best she could.

For the briefest of moments, Wesley became solid, or solid enough to press his forehead against hers and murmer to her. "I love you."

Fred was crying when he pulled back, but Wesley appeared to have a great weight lifted from his shoulders.

"Illyria..." he muttered. "Go ahead."

The Old One brought the pen across the page, and gently, like a fading photograph, Wesley Windham-Price disapeared, and was at peace.

There was quiet, and Spike walked over to Fred and pulled her into his arms in a hug. She clung to him, shaking with quiet sobs.

"S'alright, pigeon," he muttered. "S'okay."


	11. Joyeaux Noel

**And here it is... the finale. It's been a great **

**run, guys. I thank you from the bottom of my heart for sticking it out with me the whole way through. Thanks for the reviews, thanks for the words of encouragement, everything. ESPECIALLY huge thanks to Sock Monkey, the best Beta and grammar teacher ever. 3**

**So here it is, the ending of Retrieval and Return.**

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**Six Months Later**

The Hyperion Hotel was abuzz with activity. Demon and Mortal alike bustled around, stringing decorations and hastily checking their watches, muttering about how they should have started this several days ago rather than THE DAY OF THE PARTY.

It was Fred who seemed altogether unworried about the rush, seeing as it had been entirely her idea anyway. The radio on the lobby desk was spewing forth some crooning Christmas carols that she had caught Angel tapping his foot to several times, and had made Spike's left eye twitch with hardly-contained disgust. She stood on a step-stool, stringing tinsel on the huge tree that sat in the lobby. There were presents stacked underneath, and while it had taken some goading and only the tiniest bit of blackmail to get all of her friends involved in the Secret Santa, she decided it was worth it, if only just for the scent of honey-glazed ham that was wafting from the kitchen. It was Christmas in California, and Fred was going to milk it for all it was worth.

Plus it was nice to see her friends in such a relaxed atmosphere; far too often were they engaged in life-threatening situations and plots to steal their souls. For Christmas Eve this year, she'd decided that everything was going to be fun. Lord knew they had earned that much after the year they'd had. So Fred had invited their friends and remaining family members, at least the ones that lived in this dimension and plane of life, to spend Christmas at the Hyperion. The glittering lights and baubles that hung around the hotel were quietly decadent, and the scents of ginger and hot apple cider made everything feel golden and warm.

She couldn't take ALL the credit, of course, Lorne had been a massive help in planning their little shindig. He was currently cavorting around in a red suit with white lapels, wearing a fedora with white fluff trim and puffball on top, and he'd even completed the 'Swanky Santa' ensemble with a trimmed little white beard.

And she was pleasantly surprised to see that their Vampiric buddies were getting into the spirit as well, even if it was in their own way. Spike had disappeared for several hours and returned with what seemed like an endless supply of piping hot Wassail, and the week prior he had begun work on a Plum Pudding, which was now in it's second and final stage of steaming. Spike had taken to sitting at the lobby desk and sipping at the brandy on occasion while he mixed the hard sauce.

Even Angel himself had taken one look at the Christmas tree, then ducked into his room and returned shortly with Barry Manilow's 'Because It's Christmas' Album, along with a Record Player. He had done this very covertly, however, muttering that if she told Spike or anyone else, he might never live it down. Or, unlive it down, such as it were.

It had been very difficult to hide her glee at this.

Best of all, her parents had showed up the day before, their arms laden with presents and faces all brilliant smiles to see their daughter for Christmas. It was Mrs. Burkle who took control of the kitchen, and ruled it with nothing short of tyranny. The only ones allowed in currently were those competant enough to cook, which ended up being Charles and Mr. Burkle. She ordered them around the kitchen, peeling potatoes, seasoning various dishes, cracking eggs, and checking the ham in the oven. Occasionally Fred peeked in to see a panicked Gunn attempting to fix the sweet potatoes before her mother saw and had a chance to swoop in and kick him out. Fred quickly googled the correction for any of the dishes and muttered the directions to him before her mother shooed her out of the kitchen.

Sadly, Fred had not inherited her mother's talent in the culinary arts.

Earlier in the day, Nina had arrived, looking a little tired, but otherwise hale and hearty. Some days after their return to the Hyperion, Angel had gone out to find her, and she'd informed him that, in their absence, she had reinforced the doors of an old van she'd found in a junkyard and been transforming inside of it each full moon. With Angel and company back in LA, her last six sessions had been in the basement of the Hyperion, chained up but safe and as comfortable as they could make her. Her and Angel kept making eyes at each other when their backs were turned, and Fred couldn't help but think that they were getting ridiculous. She joined Mrs. Burkle in the kitchen, in order to take some of the weight off of Charles.

Around early afternoon, there was a knock at the door, and Fred opened it to be greeted by the folks from Cromwell; Karen, Shannon, Rob and Simon, grinning awkwardly and waving. Shannon and Karen joined the others in the kitchen, allowing Gunn to duck out and take a breather. Fred recruited him to the far less arduous task of trimming the tree and locating stockings.

Shortly after, Doctor Rob arrived, with a large bottle of what Fred had assumed to be wine, but later learned was in fact Human blood, donated, according to the Doctor, completely willingly from some of his patients.

Angel and Spike thanked him, but set the bottle aside for the moment. They weren't entirely sure how to feel about it.

It was a little strange when, amongst the bustle and festivities, that Illyria decided to make her way down the stairs from the room she had claimed for herself. She had currently been touring around the edges of the Galaxy, dipping in and out of dimensions that caught her fancy. For today though, she seemed to be interested experiencing a human custom. Which was all fine and good, it was just weird to see a blue half woman, half cyborg Old God inspecting the baubles on a christmas tree and sniffing the gifts.

Either way, Fred had introduced her to 'A Muppet's Christmas Carol' and she was currently very much enamoured with Michael Caine, claiming that of all humans he was her favorite. ("Moreso even than my Spike." "NOT yours, Blue." Fred was nearly positive that she'd muttered 'Yet'.)

And that was when Mrs. Burkle burst from the kitchen doors, covered in flour and various other culinary ingrediants, and announced that dinner was officially ready.

It had been an awfully long time since Spike had celebrated Christmas, not that he hadn't observed it, he just hadn't really cared nor given much thought to Yuletide celebrations. The last time he'd actually gone all-out... well his mother had still been alive. Ugh, he was getting old.

That thought earned him a snicker into his cup of pig's blood, and Fred shot him a curiously amused look from across the table, which was covered in a rather magnificent spread. Mrs. Burkle had truly outdone herself; there was homemade stuffing and cranberry sauce, a bowl of fluffy, buttery mashed potatoes beside a boat of thick gravy, a basket of steaming rolls, pureed sweet potatoes covered in melted marshmallows, and the piece de la resistance, a golden honied ham smack dab in the middle of the table. Spike was almost positive that even Angel was drooling.

Those wishing to do so muttered a quick grace, and afterwards, the entire company dug in. The conversation was just as rich as the food, and after they had eaten their way through the main course, Spike helped Fred and Gunn bring out the deserts, consisting of a variety of pies, cakes, and of course Spike's completed Plum Pudding, which was brought to the table on fire and swiftly put out.

It really was nice, he reflected later, full to bursting and sitting on the couch while the others tore into presents and stockings filled with scratch-off cards and candy. He himself had recieved a lovely warm, red scarf from Lorne-who claimed he needed more color in his life-, a 'Build it Yourself!' Jaguar model from Fred-which he planned to get started on ASAP-, a book from Gunn that was essentially a compendium of 1980s British punk rock, which he had already begun to skim through, and amazingly, a short little book of poetry with no 'from' note. It had taken him some musing, but he'd noticed Angel covertly leering at him each time he ruffled through the pages.

They had reached a weird sort of unspoken truce, the two of them. Neither said anything, and they often bickered and glared, but it appeared as if the two had reached some form of middle ground, one that didn't necessarily mean they liked each other, but one that at the very least had trust.

In quiet response to the gift, Spike chucked a plastic Kazoo he had recieved at Angel's head, and nonchalantly whistled 'Jingle Bells' when he spun around from chatting with Nina.

The group of friends, relatives, and monsters of questionable lineage spent the evening with each other in companionable chatter. Fred broke out her brand new, stained wood Scrabble set and challenged Lorne to a game. They were joined by Charles, and eventually Spike sat down to play. The vampire bested them several times, and the only one not surprised by Spike's grasp of the English Language was Angel, who rolled his eyes and muttered something about oranges.

Finally, as the clock ticked onwards to midnight, they all headed off to bed, full and sleepy and some a little bit tipsy. Doctor Rob said his goodnights and left to return to his home, and the other visitors picked out extra rooms in the Hyperion.

Fred found herself in a set of matching christmas pajamas, that were a bit too big but very comfy, heading down the hall to return Lorne's christmas hat. Said hat had been snatched by her earlier in the night, and she figured now was as good a time as any to give it back. Then she recalled an old tradition of hers that she hadn't been able to complete in quite a few years, and made her way down to the lobby of the hotel.

She flipped a switch and the Christmas tree lit up, multi-colored lights playing off the tinsel and wrapping paper, illuminating the room in a warm red and green glow. She nestled in amongst the torn paper and pineneedles and smiled up at the tree, liking her green reflection in some of the baubles. Fred scootched back and leaned against the couch, and after a little while, drifted off to sleep.

It was Spike who found her, sometime around 3 AM, snoring against the couch in the dark.

He spent a moment enjoying the sight, because it was so completely FRED. She was splayed out, arms akimbo in pajamas too big for her, her mouth open and snoring. He couldn't help chuckling. She looked like a little kid who'd stayed up waiting for Father Christmas.

He picked up the flannel blanket from the edge of the couch and sat down beside her, draping it over her legs.

She stirred, eyes popping open and blinking. "Hm?"

"You should go to bed, Pidgeon."

"Oh, Spike. I didn't mean to fall asleep."

"What were you doing down here?"

She curled up in the blanket, snuggling it around herself. "Oh, um. Don't worry about it, you'll just laugh."

He grinned wickedly. "Try me."

"Well it's sort of just something I do... I haven't done it since high school- I mean I certainly couldn't do it once I got into college that would have been silly... Um. I was waiting for Santa. I mean, I know it's already the 25th, technically the 26th now, but it's just something I always did, kind of a tradition for me and.. stuff." she seemed to sink into herself.

He laughed.

"See, I knew you would."

"No no no, pet, I'm not laughing at that just... S'what I like about you. Between you and me, I think it'd be good if more people waited up for Father Christmas."

"You think?"

"Absolutely. Actually... More people should just be like you, Pidgeon." he smiled.

And it was about then that Fred decided she'd had enough time to grieve, enough time to move on and come to grips with everything over the last year. She reached over and grasped the back of his hand with hers, then leaned over and pressed her lips softly against his.

He blinked when she pulled away a bit, face inches from his own.

"Merry Christmas, Spike."

He took her chin in his hand and leaned down to kiss her, a bit less chaste this time. She clutched his hand in hers, and her other hand grasped the lapel of his shirt. Eventually, they would make their way back to her bedroom- but for the moment they enjoyed sitting by the Christmas tree together, sitting close and warm and a little flushed in Fred's case.

_Merry Christmas, and a Happy New Year indeed. _He thought.

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Stay tuned for more adventures with Spike, Fred, and the rest of the gang.

After all, you never know what the new year brings. ;)


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